By SGI Sample Clauses

By SGI. SGI, including any successor to SGI, shall, and shall obligate its Affiliates or its sublicensees, if any, to, indemnify and hold BMS and its Affiliates, and their respective directors, officers, employees and agents harmless from and against any and all liability, damage to or loss of property or injury to or death of any person or persons, costs and expenses (including reasonable attorney's fees) resulting from claims arising out of: (a) negligence, recklessness or wrongful intentional acts or omissions of SGI, its Affiliates or its sublicensees, if any, and their respective directors, officers, employees and agents, in connection with the use or development of any Licensed Technology; or (b) any warranty claims, Product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of the manufacture, use, distribution or sale of any Product or services by SGI, its Affiliates or its sublicensees, if any, due to any negligence, recklessness or wrongful intentional acts or omissions by, or strict liability of, SGI, its Affiliates or its sublicensees, if any, and their respective directors, officers, employees and agents.
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By SGI. SGI represents and warrants to Company as follows: (i) This Agreement has been duly executed and delivered by SGI and is the valid and binding obligation of SGI enforceable in accordance with its terms. No approval or consent of any foreign, federal, state, county, local, or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by SGI of this Agreement and the consummation and performance by SGI of the transactions contemplated hereby; and (ii) The execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in a material breach or violation of or constitute (or with notice or lapse of time or both would constitute) a default under: [1] the Articles of Incorporation, any amendments to it, or the bylaws of SGI; [2] any instrument, contract, or other agreement to which SGI is a party or by or to which SGI or any of its assets or properties is bound or subject; or [3] any order, judgment, injunction, award, or decree of any court, arbitrator or governmental or regulatory body against or binding upon or applicable to SGI or upon the securities, properties, and businesses of SGI. (iii) As of the Effective Date, no action, suit, or proceeding is currently pending before any court or governmental or regulatory body claiming that the Background Technology infringes or misappropriates the intellectual property rights of any third party.
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By SGI. Except for the obligations imposed by this Settlement Agreement, SGI, on behalf of itself and its past, present and future corporate parents, subsidiaries, affiliates, partners, predecessors, successors, licensees and assigns, and each of their past, present and future principals, partners, officers, directors, shareholders, representatives, employees, insurers, agents, attorneys, and each of their estates, heirs, executors, administrators, successors, licensees and assigns does hereby release, discharge, and forever acquit NEB and its past, present and future parents, subsidiaries, affiliates, partners, successors, licensees and assigns, and each of their past, present and future principals, partners, officers, directors, shareholders, representatives, employees, insurers, agents, attorneys, and each of their estates, successors, licensees and assigns from any and all liability, actions, causes of action, suits, rights, debts, claims and demands whatsoever, in law or equity, including, without limitation, claims for sanctions, costs, expenses, or attorneys' fees, whether known or unknown, that SGI ever had or now has arising out of events, conduct, or actions occurring from the beginning of time to the date of this Settlement Agreement. SGI covenants not to xxx NEB for making, using, selling, or offering for sale the Royalty-Bearing Products as long as NEB is complying with all terms and conditions of this Settlement Agreement.
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By SGI. For each Unilateral Product that is researched, developed and/or Commercialized by SGI in accordance with this Agreement, SGI will indemnify, defend, and hold harmless Celera, its Affiliates and their respective directors, officers, employees and agents (“Celera Indemnitees”) from and against all Liabilities incurred as a result of any Claims relating to such Unilateral Product, but only to the extent such Claims result from [***]. The obligation to indemnify pursuant to Section 13.2(a)(i) will [***] of this Agreement. The indemnity obligations pursuant to Sections 13.2(a)(ii) through (iv) will [***].
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By SGI. Subject to the terms and conditions of this Agreement, SGI hereby grants to GCOR and its Affiliates a [***], license or sub-license under the (a) SGI Background Technology; and (b) SGI ADEPT Know-How; with the limited right to further sublicense as permitted in Section 6.4, solely to Exploit Products within the Field. SGI hereby grants to GCOR and its Affiliates a [***] sublicense under the SGI [***] Patents with the limited right to sublicense as permitted in Section 6.4, solely to Exploit Products in the Field.
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By SGI. SGI represents and warrants to Company as follows: (i) This Agreement has been duly executed and delivered by SGI and is the valid and binding obligation of SGI enforceable in accordance with its terms. No approval or consent of any foreign, federal, state, county, local, or other governmental or regulatory body, and no approval or consent of any other Person is required in connection with the execution and delivery by SGI of this Agreement and the consummation and performance by SGI of the transactions contemplated hereby; and
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By SGI. SGI hereby agrees to defend, indemnify and hold harmless GSK and its Affiliates and their respective directors, officers, employees and agents (each a “GSK Indemnitee”) from and against any liabilities, losses, fines, penalties, damages, expenses (including reasonable attorney’s fees and expenses incurred in connection with the enforcement of this provision), to the extent based upon a Third Party Claim brought after the Effective Date of this Agreement against GSK Indemnitees, including but not limited to, any actions in contract (including breach of warranty) or tort (including negligence, strict liability or commercial torts) alleging: i. any breach of any of the representations and warranties of SGI contained in Section 15(a) hereof; ii. the gross negligence, recklessness or willful misconduct of SGI, its Affiliates or agents; or iii. any development or commercialization by SGI or its Affiliates or agents of any Reverted Products, including without limitation, any manufacture, storage, use, importation, sale, marketing, promotion or distribution of any Reverted Products. Items (i) through (iii) are hereinafter collectively referred to as a “GSK Loss.” SGI will have no obligation to indemnify GSK Indemnitees, to the extent that any GSK Loss is due to the negligence, recklessness, willful misconduct or otherwise caused by any GSK Indemnitee.
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Related to By SGI

  • By Seller Subject to the terms and conditions of this Article IX, Seller covenants and agrees to defend, indemnify and hold harmless Buyer, its officers, directors, employees, agents, advisers, representatives and Affiliates (collectively, the "Buyer Indemnitees") from and against, and pay or reimburse Buyer Indemnitees for, any and all claims, liabilities, obligations, losses, fines, costs, proceedings, deficiencies or damages (whether absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including out-of-pocket expenses and reasonable attorneys' fees incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder (collectively, "Losses"), resulting from or arising out of: (i) Any misrepresentation or breach of any warranty of Seller contained in this Agreement; provided that any claim for indemnification by Buyer under this clause (i) may be made no later than 18 months from and after the Closing Date, excepting only that any claim for misrepresentation or breach of warranty under Sections 3.6, 3.10(a), 3.18(a), 3.19 and 3.21 may be made no later than a date thirty days from and after the expiration of the period of the applicable statute of limitations; (ii) any failure of Seller to perform any covenant or agreement made or contained in this Agreement or fulfill any obligation in respect thereof; (iii) any Excluded Liabilities; (iv) any and all Benefit Liabilities in respect of Employees except, with respect to Transferred Employees, to the extent assumed by Buyer pursuant to Article VII; and (v) any product liability claim with respect to products manufactured by Seller and sold prior to the Closing. Seller shall not be required to indemnify Buyer Indemnitees with respect to any claim for indemnification resulting from or arising out of matters described in clauses (i) and (v) above pursuant to this Section unless and until the aggregate amount of all claims against Seller exceeds $270,000 and then only to the extent such aggregate amount exceeds $270,000. Claims thereafter may be asserted regardless of amount. Seller's maximum liability to Buyer Indemnitees under clauses (i) and (v) of this Section shall not exceed $13,750,000.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • By Contractor Should the Contractor be liable for any payments to the State hereunder, interest, late payment charges and collection fee charges will be determined and assessed pursuant to Section 18 of the State Finance Law.

  • BY PARTIES The parties are entering into this Agreement for the allotment of an Apartment with the full knowledge of all laws, rules, regulations, notifications applicable to the Project.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Purchaser Subject to the limitations set forth in this Article 6 and Section 7.15, from and after the Closing Purchaser agrees to indemnify and hold harmless Seller and Seller’s Affiliates together with their respective directors, officers, managers, employees and agents (each a “Seller Indemnified Party”) from and against any and all Losses that any Seller Indemnified Party incurs by reason of or in connection with any of the following circumstances: (i) Any breach by Purchaser of any representation or warranty made by it in Article 3 or any breach or violation of any covenant, agreement or obligation of Purchaser contained herein; and (ii) As set forth in Part VI of Appendix B.

  • By Licensor Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

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

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

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