BY JTI Sample Clauses

BY JTI. Subject to ABX' compliance with Section 5.3, JTI agrees to indemnify, defend and hold ABX and its Affiliates and their directors, officers, employees and agents harmless from and against any losses, claims, damages, liabilities, or actions resulting directly from any Third Party claims (collectively, "Liabilities") arising from the creation, development, manufacture, use or transfer of [*] by JTI, its Affiliates and sublicensees or the breach of any representations, warranties, covenants or other obligations of JTI under this Agreement, except to the extent that such Liabilities arise from ABX' negligence or willful misconduct or its breach of any of its representations, warranties, covenants or other obligations under this Agreement.
Sample 1
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BY JTI. Subject to ABX's compliance with Section 7.3, JTI agrees to indemnify, defend and hold ABX and its Affiliates and their respective directors, officers, employees and agents harmless from and against any losses, claims, damages, liabilities, or actions resulting directly from any Third Party claims (collectively, "Liabilities") arising from any negligence or willful misconduct of JTI or its Affiliates (or their respective directors, officers, employees or agents) or the breach of any representations, warranties, covenants or other obligations of JTI under this Agreement, except to the extent that such Liabilities arise from (a) the negligence or willful misconduct of ABX or its Affiliates or their respective directors, officers, employees or agents, or (b) ABX's breach of any of its representations, warranties, covenants or other obligations under this Agreement. [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Sample 1
BY JTI. Subject to ABX's compliance with Section 6.3, JTI agrees to indemnify, defend and hold ABX and its Affiliates and their respective directors, officers, employees and agents harmless from and against any losses, claims, damages, liabilities, penalties and interest, or actions resulting directly from any Third Party claims (collectively, "Liabilities") arising from [*] CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
Sample 1

Related to BY JTI

  • No Punitive Damages Each party agrees that it shall not have a remedy of punitive or exemplary damages against the other in any Dispute and hereby waives any right or claim to punitive or exemplary damages it may have now or which may arise in the future in connection with any Dispute, whether the Dispute is resolved by arbitration or judicially.

  • By Either Party Either party may terminate this Agreement for convenience at any time effective after the first (1st) anniversary of the Installation Date by providing ninety (90) days' prior written notice to the other party at any time thereafter.

  • Punitive Damages The Administrative Agent, the Lenders and the Borrower hereby agree that no such Person shall have a remedy of punitive or exemplary damages against any other party to a Loan Document and each such Person hereby waives any right or claim to punitive or exemplary damages that they may now have or may arise in the future in connection with any Dispute, whether such Dispute is resolved through arbitration or judicially.

  • Attorneys’ Fees; Specific Performance Purchaser shall reimburse the Company for all costs incurred by the Company in enforcing the performance of, or protecting its rights under, any part of this Agreement, including reasonable costs of investigation and attorneys’ fees.

  • By Each Party Each party represents and warrants to the other party as follows:

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • Attorneys’ Fees In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.

  • By Both Parties Each Party hereby represents, warrants and covenants to the other Party as of the Effective Date as follows:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • No Material Actions or Proceedings Except as disclosed in the Prospectus, there are no legal or governmental actions, suits or proceedings pending or, to the best of the Company’s knowledge, threatened (i) against or affecting the Company or any of its subsidiaries, (ii) which has as the subject thereof any officer or director of, or property owned or leased by, the Company or any of its subsidiaries or (iii) relating to environmental or discrimination matters, where in any such case (A) there is a reasonable possibility that such action, suit or proceeding might be determined adversely to the Company or such subsidiary and (B) any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries exists or, to the best of the Company’s knowledge, is threatened or imminent.

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