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By Medtronic Sample Clauses

By Medtronic. (a) Medtronic shall be responsible for responding directly to requests for support from end users and directing such end users to Xxxxx. Medtronic shall have no responsibility for, nor shall Medtronic incur any costs for, providing any service or maintenance including without limitation, preventative maintenance, repairs, and software upgrades/updates on behalf of customers or Xxxxx. (b) With the exception of service agreements sold by Xxxxx pursuant to Section 14.1(a) above, Medtronic may sell renewal service agreements for the MazorX System at the pricing provided in Xxxxx’x then-current services price list. For each such renewal service agreement sold by Medtronic, Medtronic shall pay to Xxxxx an amount equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the amount received by Medtronic.
Sample 1
By Medtronic. After the Effective Date, Medtronic shall indemnify Urologix, and any other Urologix Indemnitees, and defend and save each of them harmless, from and against any and Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of the breach by Medtronic of the Signing Representations and Warranties, or the material breach of a covenant under this Agreement.
Sample 1
By Medtronic. (a) Medtronic shall be responsible for responding directly to requests for support from end users and directing such end users to Mxxxx. For customers that have purchased a service contract or that are in the warranty period, Medtronic shall have no responsibility for, nor shall Medtronic incur any costs for, providing any service or maintenance including without limitation, preventative maintenance, repairs, and Software Updates. (b) With the exception of service agreements sold by Mxxxx pursuant to Section 14.1(a)above, Medtronic shall sell renewal service agreements for the Mxxxx X System at the pricing provided in Mxxxx’x then-current services price list. For each such renewal service agreement sold by Medtronic, Medtronic shall pay to Mxxxx an amount equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the amount received by Medtronic, but at a minimum shall pay Mxxxx [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] for service contracts sold in the [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION], and [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] for service contracts sold everywhere else globally. These minimums may be changed from time to time upon mutual agreement of the Parties., especially in the event that (i) attainable service revenue contract pricing does not allow Medtronic to consistently keep at least [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of the service contract revenue, or (ii) Mxxxx is not able to consistently maintain a [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] service margin after a customary initial service period. Mxxxx acknowledges that Medtronic does not guarantee that Medtronic will be successful in selling such service agreements.
Sample 1
By Medtronic. Medtronic represents and warrants to Horizon that (a) the execution, delivery and performance of this Agreement by Medtronic does not conflict with, or constitute a breach of any order, judgment, agreement, or instrument to which Medtronic is a party, (b) the execution, delivery and performance of this Agreement by Medtronic does not require the consent of any person or the authorization of (by notice or otherwise) any governmental or regulatory authority, (c) the rights granted by Medtronic to Horizon hereunder do not conflict with any rights granted by Medtronic to any third party; (d) Medtronic has not received any notice, and is not aware of the basis for, any claim that the manufacture, use or sale of the Product infringes any patent or other intellectual property right of any third party; and (e) it has not been excluded from participation in the Medicare or Medicaid program, or another state or federal health insurance program, and neither it nor any of its officers or directors has ever been convicted of a felony under the laws of the United States for conduct relating to the development or approval of a medical product or relating to the marketing or sale of a medical product.
Sample 1
By Medtronic. After the Acquisition Closing Date, Medtronic shall indemnify Urologix, and any other Urologix Indemnitees, and defend and save each of them harmless, from and against any and Losses in connection with any and all Third Party Claims to the extent arising from or occurring as a result of (i) the breach by Medtronic of any Closing Representations and Warranties made as of the Acquisition Closing, or the material breach of a covenant, under this Agreement, and (ii) ownership of the VidaMed Securities and the operation of the VidaMed entity (excluding the operation of the Prostiva Business by Urologix after the Effective Date) prior to the Acquisition Closing Date, including, without limitation, liabilities and obligations to Urologix for which Medtronic and VidaMed are jointly and severally liable under the Transaction Documents, whether such liabilities or obligations arise before, on or after the Acquisition Closing Date.
Sample 1

Related to By Medtronic

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Most Referenced Clauses

Most Referenced Definitions