By STI Sample Clauses

By STI. STI shall indemnify, defend and hold harmless IgDraSol and its directors, officers, employees, and agents (the “IgDraSol Indemnitees”) from and against any and all Claims to the extent resulting from or caused by: (a) the negligence, recklessness or willful misconduct of any STI Indemnitee; (b) STI’s breach of its obligations, warranties or representations under this Agreement; or (c) STI’s use of the Deliverables, except in each case to the extent that a Claim arises out of or results from the negligence, recklessness or willful misconduct of any IgDraSol Indemnitee or IgDraSol’s breach of its obligations, warranties, or representations under this Agreement.
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By STI. This Agreement may be terminated by STI, by written notification from STI to TSL, in any of the following events: (i) TSL materially breaches any of its obligations under this Agreement and, if such breach is curable, TSL has not cured such breach within thirty (30) days following written notice thereof by STI; (ii) a condition of Force Majeure shall continue to exist for a period in excess of 60 days; (iii) an order, judgment or decree is entered adjudicating TSL bankrupt or insolvent; or TSL shall commence any case, proceeding or other action relating to it in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or for any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any Jurisdiction, domestic or foreign, now or hereafter existing or TSL shall apply for a reorganization custodian or trustee of it or for all or a significant part of its property (save in the case of a solvent reorganization or reconstruction); or TSL shall make an assignment for the benefit of creditors; or shall be unable to, or shall admit in writing the inability to, pay its debts as they become due; or TSL shall take any action indicating its consent to, approval of, o. acquiescence in, or in furtherance of, any of the foregoing; or (iv) any case, proceeding or other action against TSL shall be commenced in bankruptcy or seeking reorganization, liquidation, dissolution, winding-up, arrangement, composition or readjustment of its debts, or any other relief, under any bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement, composition, readjustment of debt or other similar act or law of any jurisdiction, domestic or foreign, now or hereafter existing; or a receiver, custodian or trustee of TSL or for all or a substantial part of their
Sample 1
By STI. So long as STI or the Sub is not then in material breach of its obligations hereunder, by STI after compliance with the procedure set forth in this Article, if (i) any of OmniAmerica's, OmniAmericaSub's or OmniPartners' representations or warranties contained herein is untrue or incorrect and the basis for such untruth or incorrectness has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (ii) OmniAmerica, OmniAmericaSub or OmniPartners fails to perform any of its covenants or agreements contained herein and such Breach has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (iii) any Governmental Entity shall have issued an order, injunction, decree or ruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Merger and such order, injunction, decree, ruling or other action shall have become final and nonappealable (other than an order arising as a result of litigation between or in respect of STI and its stockholders); provided, that such order, injunction, decree, ruling or other action does not result primarily from acts or omissions not in the ordinary course of business following the date hereof on the part of STI or its Affiliates in conducting STI's operations and activities, or (iv) any of the conditions to the consummation by STI or the Sub of the transactions provided for herein shall have become impossible to satisfy; provided, that a willful material Breach of this Agreement by OmniAmerica, OmniAmericaSub or OmniPartners that is reasonably likely to result in a Material Adverse Effect on OmniAmerica, OmniAmericaSub or OmniPartners shall be deemed to cause such conditions to be incapable of being satisfied for purposes of this Section 8.
Sample 1
By STI. So long as STI or the Sub is not then in material breach of its obligations hereunder, by STI after compliance with the procedure set forth in this Article, if (i) any of OmniAmerica's, OmniAmericaSub's or OmniPartners' representations or warranties contained herein is untrue or incorrect and the basis for such untruth or incorrectness has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (ii) OmniAmerica, OmniAmericaSub or OmniPartners fails to perform any of its covenants or agreements contained herein and such Breach has caused, or is reasonably likely to cause, STI, OmniAmerica or OmniAmericaSub to suffer a Material Adverse Effect, (iii) any Governmental Entity shall have issued an order, injunction, decree or ruling or taken any other action permanently enjoining, restraining or otherwise permanently prohibiting the Merger and such order, injunction, decree, ruling or other action shall have
Sample 1

Related to By STI

  • 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.

  • No Process or Design Changes Supplier shall not make any process or design changes affecting Products or Services without DXC’s prior written consent.

  • General specifications For the purpose of this Regulation, the vehicle shall fulfil the following requirements:

  • Modification of Schedules The Parties shall, upon written request by a Party, hold consultations to consider any modification or withdrawal of a specific commitment in the requesting Party’s Schedule of specific commitments. The consultations shall be held within three months after the requesting Party made its request. In the consultations, the Parties shall aim to ensure that a general level of mutually advantageous commitments no less favourable to trade than that provided for in the Schedule of specific commitments prior to such consultations is maintained. Modifications of Schedules are subject to the procedures set out in Articles 7.1 and 9.6

  • General Scope of Work The Scope of Work and projected level of effort required for these SERVICES is described in Exhibit “A” attached hereto and by this reference made a part of this AGREEMENT. The General Scope of Work was developed utilizing performance based contracting methodologies.

  • Statement of Work The Statement of Work to which Grantee is bound is incorporated into and made a part of this Grant Agreement for all purposes and included as Attachment A.

  • Amendment of Schedules Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

  • Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in Appendix D of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided however, that a Customer and Vendor may agree to additional terms and conditions that do not diminish a term or condition in the Software License Agreement, or in any manner lessen the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer’s compliance with the Software License Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions.

  • Technical Specifications The Technical Specifications furnished on the CD are intended to establish the standards for quality, performance and technical requirements for all labor, workmanship, material, methods and equipment necessary to complete the Work. When specifications and drawings are provided or referenced by the County, these are to be considered part of the Scope of Work, and to be specifically documented in the Detailed Scope of Work. For convenience, the County supplied specifications, if any, and the Technical Specifications furnished on the CD.

  • 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.

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