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.
Sample 1Sample 2See All (4)
By INSYNQ. INSYNQ agrees to defend, indemnify and hold ELECTRONIC REGISTRY SYSTEMS, INC. harmless from any liability or expense paid to third parties (including without limitation reasonable attorneys' fees) incurred by ELECTRONIC REGISTRY SYSTEMS, INC. as a result of any judgment or adjudication against ELECTRONIC REGISTRY SYSTEMS, INC. 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 ELECTRONIC REGISTRY SYSTEMS, INC. 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. ELECTRONIC REGISTRY SYSTEMS, INC. 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 ELECTRONIC REGISTRY SYSTEMS, INC. a license to use the infringing materials; or (z) accept the return of the Services and Documentation and return to ELECTRONIC REGISTRY SYSTEMS, INC. all unamortized portions of amounts actually received from ELECTRONIC REGISTRY SYSTEMS, INC. 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 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 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.

  • LESSOR'S ACCESS; SHOWING PREMISES; REPAIRS Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times for the purpose of showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the Premises or to the Building, as Lessor may reasonably deem necessary. Lessor may at any time place on or about the Premises or Building any ordinary "For Sale" signs and Lessor may at any time during the last one hundred eighty (180) days of the term hereof place on or about the Premises any ordinary "For Lease" signs. All such activities of Lessor shall be without abatement of rent or liability to Lessee.

  • Construction Phase Fee Contractor’s Construction Phase Fee is the maximum amount payable to Contractor for any cost or profit expectation incurred in the performance of the Work that is not specifically identified as being eligible for reimbursement by Owner elsewhere in this Agreement. References in the UGSC to Contractor’s “overhead” and “profit” mean Contractor’s Construction Phase Fee. The Construction Phase Fee includes, but is not limited to, the following items: 9.1 All profit, profit expectations and costs associated with profit sharing plans such as personnel bonuses, incentives, and rewards; company stock options; or any other like expenses of Contractor.

  • 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.

  • COMMENCEMENT AND COMPLETION OF THE PROJECT Section 3.01 The Project (a) The Company intends and expects, together with any Sponsor Affiliate, to (i) construct and acquire the Project, and (ii) meet the Contract Minimum Investment Requirement within the Investment Period. The Company anticipates that the first Phase of the Project will be placed in service during the calendar year ending December 31, 2020. (b) Pursuant to the FILOT Act and subject to Section 4.03 hereof, the Company and the County hereby agree that the Company and any Sponsor Affiliates shall identify annually those assets which are eligible for FILOT payments under the FILOT Act and which the Company or any Sponsor Affiliate selects for such treatment by listing such assets in its annual PT-300S form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company and any Sponsor Affiliates shall not be obligated to complete the acquisition of the Project. However, if the Company, together with any Sponsor Affiliates, does not meet the Contract Minimum Investment Requirement within the Investment Period, the provisions of Section 4.03 hereof shall control. (c) The Company may add to the Land such real property, located in the same taxing District in the County as the original Land, as the Company, in its discretion, deems useful or desirable. In such event, the Company, at its expense, shall deliver an appropriately revised Exhibit A to this Fee Agreement, in form reasonably acceptable to the County.

  • 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.

  • 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.

  • Access to Work District representatives shall at all times have access to the Work, wherever it is, in preparation or in progress. Contractor shall provide safe and proper facilities for such access.

Most Referenced Clauses

Most Referenced Definitions