By Subscriber. You shall indemnify, defend and hold harmless Acumatica from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Acumatica in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Acumatica reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Acumatica.
By Subscriber. Except to the extent limited by applicable law, Subscriber shall indemnify, defend, and hold harmless NWEA and NWEA’s officers, directors, employees, agents, and representatives, from and against any third party claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from (i) any breach of this Agreement by Subscriber or any of its employees or agents; or (ii) any use of the Services.
By Subscriber. The Subscriber agrees to indemnify and hold harmless the Company, its officers and directors and each other person, if any, who controls or is controlled by any of them, within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, the reasonable expenses of counsel) arising out of or based upon (i) any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction; (ii) any action for securities law violations instituted by the Subscriber which is resolved by judgment against the Subscriber; or (iii) the disposition of any Shares which the Subscriber will receive, contrary to the Subscriber's declaration, representations and warranties in this Agreement.
By Subscriber. Calyx reserves the right to terminate this Agreement if Subscriber’s account becomes thirty (30) days past for reasons including, but not limited to, declined credit card charge, or lapsed credit card.
By Subscriber. Subscriber agrees to indemnify, hold harmless and defend Reachify, its shareholders, directors, officers, employees and agents from and against any action, claim, or damage, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (i) personal injury or property damage to the extent such claims or liabilities arise out of the gross negligence or willful acts or omissions of Subscriber and/or its employees or agents in connection with their duties and responsibilities under this Agreement; (ii)Subscriber’s breach of this Agreement; or (iii) Subscriber’s unauthorized use of the Service, including any information, communication, data or work that Subscriber provides in connection with Subscriber’s use of the Service.
By Subscriber. Subscriber and its successors and assigns shall indemnify and hold harmless the Company, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of the Company, each individual or entity who controls the company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Company Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Article III, but only to the extent that such untrue statements or omissions are based upon information regarding Subscriber furnished to the Company by such Party for use therein. Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by Article III of which Subscriber is aware.
By Subscriber. Subscriber shall at its expense indemnify and defend Appian against any claim brought by a third party against Appian alleging that the Data infringes the rights of any third party. Appian shall provide prompt notice of any claim for which defence is sought hereunder and will provide Subscriber with sole control of the defence against any such claim, provided that Subscriber may not enter into a settlement requiring Appian to make payment, take an action, or refrain from acting without Appian’s consent, which shall not be unreasonably withheld, conditioned or delayed.
By Subscriber. Subscriber will defend Neo4j against any claim by a third party arising from or relating to any Subscriber Data, Subscriber Materials or any Subscriber-offered product or service used in connection with the Service and will indemnify and hold harmless Neo4j from and against any damages and costs awarded against Neo4j or agreed in settlement by Subscriber (including reasonable attorneys’ fees) resulting from such claim.
By Subscriber. (i) After you have received this Agreement, you have ten (10) days in which to examine it. If during this period you decide that you are not satisfied with the Agreement, you may return the Agreement to us and have any prepaid amounts refunded. If the Agreement is returned and you have not sought legal services pursuant hereto within this time period, the Agreement shall be void from the beginning and the parties shall be in the same position as if this Agreement had not been issued.
(i) You will have the right to cancel your Legal Plan subscription by providing at least five (5) days' notice before the start of the next renewal period for such subscription. After such cancellation, your Legal Plan will remain active until the end of then-applicable period.
By Subscriber. Subscriber may terminate this Agreement upon notice to NovaCare in the event that:
(a) NovaCare fails to pay any sums required to be paid hereunder by NovaCare as co-employer of the Worksite Employees
(i) to or on behalf of a Worksite Employee or
(ii) to a governmental agency, insurance carrier, third party administrator or other third party, and such failure continues for seven (7) business days after written notice thereof is sent to NovaCare, certified or registered mail, return receipt requested;
(b) NovaCare fails at any time to procure or maintain insurance coverage required by this Agreement;
(c) NovaCare fails to meet the following service performance standards, and such failure continues for a period of sixty (60) days after written notice thereof is sent to NovaCare, certified or registered mail, return receipt requested:
(i) employee status change transactions (new hires, wage and salary actions, changes in status from full-time to part-time or on or off leave and terminations) (hereinafter referred to as "Status Transactions") received in a form acceptable to NovaCare by the established payroll cut-off date and time (the "Payroll Cut-off") for a payroll will be processed for that payroll;
(ii) payroll data received by NovaCare's designated representative by the Payroll Cut-off will be processed to deliver payroll on time ninety-eight percent (98%) of the time, except for natural disasters, errors caused by Subscriber personnel or other circumstances beyond NovaCare's control, and ninety-eight percent (98%) of paychecks will correctly reflect information transmitted from the Subscriber; 4
(iii) new hire and status change benefit forms ("Benefit Forms") will be submitted to the third party administrator responsible for the applicable benefit plan within one (1) week of receipt by NovaCare's designated representative. If NovaCare acts as the plan administrator, it will update its file and provide confirmation;
(iv) seventy-five percent (75%) of incoming calls to the employee service center 1-800 phone number, during established business hours, will be answered immediately and incoming calls reaching voice mail will be returned by the end of the following business day; and for open enrollment periods, the calls will be returned within three business days.
(v) NovaCare will conduct quarterly feedback sessions with Subscriber's designees and provide client training regarding how to properly process payroll inputs. Significant service issues reasonabl...
