By INSYNQ Sample Clauses

By INSYNQ. InsynQ hereby agrees to indemnify, defend, and hold harmless Aptus from and against liabilities, obligations, losses, damages, injuries, claims, demands, penalties, costs and expenses (including reasonable attorneys' fees) of whatever kind and nature imposed or asserted against Aptus resulting from any third party claim, demand, or suit asserted or instituted against Aptus and arising out of or related to the relationship between the parties under this Agreement, insofar as such third party claim, demand or suit is based in whole or in part on (i) a breach of InsynQ's warranties and covenants hereunder; (ii) any inaccuracy, omission, error, defect or mistake in any information concerning the Application Hosting Services furnished by InsynQ to Aptus hereunder that Aptus transmits to Aptus Customers or Sub-Marketers; (iii) an error or failure in the Application Hosting Services, other than errors or failures in or caused by the Aptus Products; or (iv) an allegation that the Application Hosting Services or any Application infringes upon a patent, copyright, trademark or other proprietary right of a third party, or misappropriates a third party's trade secrets. InsynQ's obligations under this Section 9.1 are subject to the conditions that InsynQ be given: (a) prompt notice by Aptus by telegram, fax transmission or telex (with confirming notification by regular mail) of the initiation or existence of any claim, demand or suit; (b) full opportunity to defend, compromise or settle the same as InsynQ may see fit (provided that Aptus may participate in such defense at its expense); and (c) every reasonable assistance from Aptus which InsynQ may, in its discretion, require in responding to any such demand or claim or defending any such suit.
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By INSYNQ. INSYNQ agrees to defend, indemnify and hold LEGACY SOLUTIONS harmless from any liability or expense paid to third parties (including without limitation reasonable attorneys' fees) incurred by LEGACY SOLUTIONS as a result of any judgment or adjudication against LEGACY SOLUTIONS or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that LEGACY SOLUTIONS provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. LEGACY SOLUTIONS may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non- infringing; (y) procure for LEGACY SOLUTIONS a license to use the infringing materials; or (z) accept the return of the Services and Documentation and return to LEGACY SOLUTIONS all unamortized portions of amounts actually received from LEGACY SOLUTIONS for the infringing Services using a five year straight line depreciation commencing from the Effective Date.
Sample 1
By INSYNQ. INSYNQ agrees to defend, indemnify and hold MPO harmless from any liability or expense paid to third parties (including without limitation reasonable attorneys' fees) incurred by MPO as a result of any judgment or adjudication against MPO or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that MPO provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. MPO may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non-infringing; (y) procure for MPO a license to use the infringing materials; or (z) accept the return of the Services and Documentation and return to MPO all unamortized portions of amounts actually received from MPO for the infringing Services using a five year straight line depreciation commencing from the Effective Date.
Sample 1
By INSYNQ. INSYNQ agrees to defend, indemnify and hold VERACICOM harmless from any liability or expense paid to third parties, End Users, Licensees (including without limitation reasonable attorneys' fees) incurred by VERACICOM as a result of any judgement or adjudication against VERACICOM or final settlement arising from any claim that the Services or Documentation under ordinary use and when used within the scope of this Agreement, were not provided in accordance with this or any other INSYNQ Agreement, or infringe any United States copyright, patent (issued as of the Effective Date), trademark, or trade secret of any third party; provided that VERACICOM provides INSYNQ with (a) prompt written notice of such claim; (b) promptly tenders to INSYNQ sole control over the defense and settlement of such claim at INSYNQ's expense and with INSYNQ's choice of counsel; and (c) full information and reasonable assistance to defend and/or settle such claim. VERACICOM may not settle any such claim without INSYNQ's prior written consent. In the event that the Services or Documentation, or any part of any of the foregoing, is held, or in INSYNQ's sole opinion, may be held to constitute an infringement, INSYNQ, at its option and expense, may either (x) modify the Services or Documentation so they become non- infringing; (y) procure for VERACICOM a license to use the infringing materials.
Sample 1

Related to By INSYNQ

  • Vaccination and Inoculation ‌ (a) The Employer agrees to take all reasonable precautions to limit the spread of infectious diseases among employees, including in-service seminars for employees. Where the Employer or Occupational Health and Safety Committee identifies high risk areas which expose employees to infectious or communicable diseases for which there are protective immunizations available, such immunizations shall be provided at no cost to the employee. The Committee may consult with the Medical Health Officer. Where the Medical Health Officer identifies such a risk, the immunization shall also be provided at no cost. The Employer shall provide Hepatitis B vaccine, free of charge, to those employees who may be exposed to bodily fluids or other sources of infection. (b) An employee may be required by the Employer, at the request of and at the expense of the Employer, to take a medical examination by a physician of the employee's choice. Employees may be required to take skin tests, x-ray examination, vaccination, and other immunization (with the exception of a rubella vaccination when the employee is of the opinion that a pregnancy is possible), unless the employee's physician has advised in writing that such a procedure may have an adverse effect on the employee's health.

  • Inspection and Testing Each Constructing Entity shall cause inspection and testing of the Interconnection Facilities that it constructs in accordance with the provisions of this section. The Construction Parties acknowledge and agree that inspection and testing of facilities may be undertaken as facilities are completed and need not await completion of all of the facilities that a Constructing Entity is building.

  • Access to Leased Premises Landlord may enter the Leased Premises after business hours, upon twenty-four (24) hour notice to Tenant (and at any time and without notice in case of emergency), for the purposes of (a) inspect the Leased Premises, (b) exhibiting the Leased Premises to prospective purchasers, lenders or, within one hundred eighty (180) days of the end of the Term, prospective, (c) determining whether Tenant is complying with all of its obligations hereunder, (d) supplying janitorial service and any other services to be provided by Landlord to Tenant hereunder, (e) post notices of non-responsibility, and (f) make repairs required of Landlord under the terms hereof or repairs to any adjoining space or utility services or make repairs, alterations or improvements to any other portion of the Building. For such purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, on or about the Leased Premises (excluding Tenant’s vaults, safes, storage facilities for sensitive materials, confidential patient files and similar areas designated in writing by Tenant in advance); and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in any emergency in order to obtain entry to the Leased Premises. If, as a result of any such inspection or for any reason, Landlord reasonably determines that Tenant has failed to meet its obligations under Section 5.2 hereof, Landlord shall so notify Tenant and Tenant shall immediately commence to cure any such failure. In the event Tenant refuses or neglects to commence and complete such cure within a reasonable time, Landlord may make or cause to be made such repairs. In such event, Landlord’s cost to make such repairs shall constitute an Advance.

  • Emergency Escalation initiated by ICANN Upon reaching 10% of the Emergency thresholds as described in Section 6 of this Specification, ICANN’s emergency operations will initiate an Emergency Escalation with the relevant Registry Operator. An Emergency Escalation consists of the following minimum elements: electronic (i.e., email or SMS) and/or voice contact notification to the Registry Operator’s emergency operations department with detailed information concerning the issue being escalated, including evidence of monitoring failures, cooperative trouble-­‐shooting of the monitoring failure between ICANN staff and the Registry Operator, and the commitment to begin the process of rectifying issues with either the monitoring service or the service being monitoring.

  • Equipment Testing and Inspection 2.1.1 The Interconnection Customer shall test and inspect its Small Generating Facility and Interconnection Facilities prior to interconnection. The Interconnection Customer shall notify the NYISO and the Connecting Transmission Owner of such activities no fewer than five Business Days (or as may be agreed to by the Parties) prior to such testing and inspection. Testing and inspection shall occur on a Business Day. The Connecting Transmission Owner may, at its own expense, send qualified personnel to the Small Generating Facility site to inspect the interconnection and observe the testing. The Interconnection Customer shall provide the NYISO and Connecting Transmission Owner a written test report when such testing and inspection is completed. The Small Generating Facility may not commence parallel operations if the NYISO, in consultation with the Connecting Transmission Owner, finds that the Small Generating Facility has not been installed as agreed upon or may not be operated in a safe and reliable manner. 2.1.2 The NYISO and Connecting Transmission Owner shall each provide the Interconnection Customer written acknowledgment that it has received the Interconnection Customer’s written test report. Such written acknowledgment shall not be deemed to be or construed as any representation, assurance, guarantee, or warranty by the NYISO or Connecting Transmission Owner of the safety, durability, suitability, or reliability of the Small Generating Facility or any associated control, protective, and safety devices owned or controlled by the Interconnection Customer or the quality of power produced by the Small Generating Facility.

  • Access to the Premises Except as provided by local ordinance, after a good faith effort to give notice, the Lessor, its agents or employees shall have access at all reasonable hours to the leased premises for the purpose of examining or exhibiting the premises to prospective buyers or prospective residents, or for making alterations or repairs on the premises which the Lessor deems necessary. Lessor shall have access at all reasonable hours to perform Lessee requested repairs, unless indicated to the contrary by Lessee. In the event of an emergency, Lessor, its agents or employees shall have immediate access without notice.

  • Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract. a. The contractor shall notify all potential subcontractors and suppliers and lessors of their EEO obligations under this contract. b. The contractor will use good faith efforts to ensure subcontractor compliance with their EEO obligations.

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMEA, Health Canada and other comparable drug and medical device (including diagnostic product) regulatory agencies outside of the United States to which they are subject; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMEA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Safety Inspection During inspection of County facilities conducted by the State Division of Occupational Safety and Health for the purpose of determining compliance with the California OSHA requirements, an OCEA designated employee shall be allowed to accompany the inspector while the inspector is in the employee's agency/department. The employee so designated shall suffer no loss of pay when this function is performed during the employee's regularly scheduled work hours.

  • Inspection and Tests 3.8.1 The Procuring entity or its representative shall have the right to inspect and/or to test the goods to confirm their conformity to the Contract specifications. The Procuring entity shall notify the tenderer in writing in a timely manner, of the identity of any representatives retained for these purposes. 3.8.2 The inspections and tests may be conducted in the premises of the tenderer or its subcontractor(s), at point of delivery, and/or at the Goods’ final destination If conducted on the premises of the tenderer or its subcontractor(s), all reasonable facilities and assistance, including access to drawings and production data, shall be furnished to the inspectors at no charge to the Procuring entity. 3.8.3 Should any inspected or tested goods fail to conform to the Specifications, the Procuring entity may reject the equipment, and the tenderer shall either replace the rejected equipment or make alterations necessary to make specification requirements free of costs to the Procuring entity. 3.8.4 The Procuring entity’s right to inspect, test and where necessary, reject the goods after the Goods’ arrival shall in no way be limited or waived by reason of the equipment having previously been inspected, tested and passed by the Procuring entity or its representative prior to the equipment delivery. 3.8.5 Nothing in paragraph 3.8 shall in any way release the tenderer from any warranty or other obligations under this Contract.

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