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By OSI Sample Clauses

By OSI. OSI shall defend, indemnify and hold NEKTAR AL, NEKTAR AL’s AFFILIATES, and NEKTAR AL’s officers, employees and agents harmless from and against all losses, liabilities, damages and expenses (including reasonable attorney’s fees and costs) resulting from all claims, demands, actions and other proceedings by any THIRD PARTY to the extent arising from (a) the material breach of any representation, warranty or covenant of OSI under this AGREEMENT, (b) the research, development, manufacturing, commercialization or marketing of the PRODUCT (without regard to culpable conduct), or (c) the gross negligence, recklessness or willful misconduct of OSI or its AFFILIATES or SUBLICENSEES in the performance of its or their obligations and its or their permitted activities under this AGREEMENT, in each case except to the extent that NEKTAR AL has an obligation of indemnity with respect thereto pursuant to Section 10.1.1.
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By OSI. OSI shall defend, indemnify and hold harmless Amedica from and against any claim, liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) associated with any claim or action that arises out of or relates to: (i) any acts or omissions of OSI or its employees, agents or other representatives; (ii) any claims arising from the marketing, promotion or distribution of the Products by OSI or its employees, agents or other representatives; (ii) any failure of OSI, or its employees, agents or other representatives, to comply with any obligation under this Agreement; (iii) any claim that arises out of any promises, representations or warranties that OSI, or its employees, agents or other representatives, make to customers or other persons or entities, express, implied or otherwise; (iv) any claim arising out of any sale by OSI or its employees, agents or other
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By OSI. 2.1.1 OSI hereby grants to AHPC and its Affiliates, including ACC, for the AHPC Field of Use, a nonexclusive, nontransferable (other than as permitted by Section 8.1), worldwide, ** license under the OSI Licensed Patents to make, have made, use, sell, offer for sale, import, export, or otherwise exploit OSI Licensed Products. 2.1.2 OSI agrees that commencing April 24, 2002 (or on such earlier date if the field of Cosmeceuticals ceases to be the subject of an exclusive license grant by OSI to the Third Party as of the Effective Date), the scope of the nonexclusive license under Section 2.1 shall be expanded to include Cosmeceuticals.
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By OSI. 2.1.1 OSI hereby grants to AHPC and its Affiliates, including ACC, for the AHPC Field of Use, a nonexclusive, nontransferable (other than as permitted by Section 8.1), worldwide, ** license under the OSI Licensed Patents to make, have made, use, sell, offer for sale, import, export, or otherwise exploit OSI Licensed Products. 2.1.2 OSI agrees that commencing **
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By OSI. OSI shall defend, indemnify and hold harmless Amedica from and against any claim, liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) associated with any claim or action that arises out of or relates to: (i) any [***]; (ii) any claims arising from [***] by OSI or its employees, agents or other representatives; (iii) any failure of OSI, or its employees, agents or other representatives to comply with any obligation under this Agreement; (iv) any claim that arises out of [***], express, implied or otherwise; (v) any claim arising out of any [***] by OSI or its employees, agents or other representatives (except to the extent caused by Amedica’s errors or omissions); (vi) any [***] by any party obtaining the Products from OSI or its employees, agents or other representatives; or (vii) any claim that the OSI Hip System infringes any United States patent, copyright, trademark or trade secret under United States law. 3. Addendums to the Agreement: OSI and Amedica hereby addend the Agreement as follows: A. The following Section, 3(f), is added by Addendum to the Agreement in its entirety:
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By OSI. OSI shall defend, indemnify and hold harmless Amedica from and against any claim, liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) associated with any claim or action that arises out of or relates to: (i) any [***] of OSI or its employees, agents or other representatives; (ii) any claims arising from the [***] by OSI or its employees, agents or other representatives; (ii) any [***] of OSI, or its employees, agents or other representatives, to [***] under this Agreement; (iii) any [***] that OSI, or its employees, agents or other representatives, make to [***]; (iv) any claim arising out of any [***] by OSI or its employees, agents or other representatives (except to the extent caused by Amedica’s errors or omissions); or (v) any [***] from OSI or its employees, agents or other representatives.
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By OSI. To the extent not otherwise covered by insurance, OSI shall defend, indemnify and hold harmless Amedica from and against any liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) arising out of any claim or action brought against the Amedica alleging that any of the Products manufactured by OSI and made the subject of this Agreement infringe any United States patent, copyright, trademark or trade secret under United States law, provided that, Amedica promptly notifies Amedica in writing of such claim, if it becomes aware of such claim, and allows OSI to control, and reasonably cooperates with OSI in, the defense of any such claim or action and any settlement negotiations related thereto. Notwithstanding the above, Amedica shall have no liability for any settlement or compromise made without its express written consent, which consent shall not be
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By OSI. To the extent not otherwise covered by insurance, OSI shall defend, indemnify and hold harmless Amedica from and against any liabilities, losses, damages, costs and expenses (including reasonable attorney fees and other costs and expenses) arising out of any claim or action brought against the Amedica alleging that any of the [***]. Notwithstanding the above, Amedica shall have no liability for any settlement or compromise made without its express written consent, which consent shall not be unreasonably withheld. In the event of a claimed infringement, OSI reserves the right to do any of the following: replace the Product with a non-infringing product or a product of equivalent functionality; modify the Product to make it non-infringing; procure for the Parties hereto the right to continue using said Product; or remove the Product from its inclusion in the activities contemplated hereunder. The foregoing constitutes OSI’S entire liability in the event of any claim of intellectual property infringement.
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Related to By OSI

  • By Licensee Licensee shall defend, indemnify, and hold harmless Licensor, its Affiliates, sublicensees, the licensors under the Existing Licenses, and their respective shareholders, members, partners, officers, trustees, faculty, students, contractors, agents, and employees (individually, a “Licensor Indemnified Party” and, collectively, the “Licensor Indemnified Parties”) from and against any and all Third Party liability, loss, damage, action, claim, fee, cost, or expense (including attorneys’ fees) (individually, a “Third Party Liability” and, collectively, the “Third Party Liabilities”) suffered or incurred by the Licensor Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensee shall not be liable for claims based on any breach by Licensor of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties. Without limiting the foregoing, Licensee must defend, indemnify, and hold harmless the Licensor Indemnified Parties from and against any Third Party Liabilities resulting from: (a) any […***…] or other claim of any kind related to the […***…] by a Third Party of a […***…] by Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors; (b) any claim by a Third Party that the […***…]; and (c) […***…] conducted by or on behalf of Licensee, its Affiliates, any Sublicensees, their respective assignees, or vendors relating to the Licensed Technology or Licensed Products, including any claim by or on behalf of a […***…].

  • By Licensor Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • By Each Party Each party represents, warrants, and covenants to the other party that: (a) such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms; (c) this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and (d) such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

  • By Tenant Tenant shall not sublet the Leased Premises or any portion thereof or assign its interest in this Lease, whether voluntarily or by operation of Law, without Landlord's prior written consent which shall not be unreasonably withheld. Any attempted subletting or assignment without Landlord's prior written consent, at Landlord's election, shall constitute a default by Tenant under the terms of this Lease. The acceptance of rent by Landlord from any person or entity other than Tenant, or the acceptance of rent by Landlord from Tenant with knowledge of a violation of the provisions of this paragraph, shall not be deemed to be a waiver by Landlord of any provision of this Article or this Lease or to be a consent to any subletting by Tenant or any assignment of Tenant's interest in this Lease. Without limiting the circumstances in which it may be reasonable for Landlord to withhold its consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold its consent in the following instances: (a) the proposed assignee or sublessee is a governmental agency; (b) in Landlord's reasonable judgment, the use of the Leased Premises by the proposed assignee or sublessee would involve occupancy by other than for a Permitted Use, would entail any alterations which would lessen the value of the leasehold improvements in the Leased Premises, or would require increased services by Landlord; (c) in Landlord's reasonable judgment, the financial worth of the proposed assignee does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee (or any of its affiliates) has been in material default under a lease, has been in litigation with a previous landlord, or in the ten years prior to the assignment or sublease has filed for bankruptcy protection, has been the subject of an involuntary bankruptcy, or has been adjudged insolvent; (e) Landlord has experienced a previous default by or is in litigation with the proposed assignee or sublessee; (f) in Landlord's reasonable judgment, the Leased Premises, or the relevant part thereof, will be used in a manner that will violate any negative covenant as to use contained in this Lease; (g) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable law, ordinance or regulation; (h) the proposed assignee or sublessee is, as of the date of this Lease, a tenant in the Building; (i) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (j) Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three or more occasions during the 12 months preceding the date that Tenant shall request consent; or (k) in the case of a subletting of less than the entire Leased Premises, if the subletting would result in the division of the Leased Premises into more than three subparcels or would require improvements to be made outside of the Leased Premises.

  • LIMITATIONS ON REVERSE ENGINEERING, DECOMPILATION AND DISASSEMBLY You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

  • By Owner Owner may suspend the Project upon seven (7) days written notice to Engineer.

  • Marking of Licensed Products To the extent commercially feasible and consistent with prevailing business practices, Company shall xxxx, and shall cause its Affiliates and Sublicensees to xxxx, all Licensed Products that are manufactured or sold under this Agreement with the number of each issued patent under the Patent Rights that applies to such Licensed Product.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

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