By the CBOT Sample Clauses

By the CBOT. The CBOT shall defend, indemnify and hold LIFFE, its Affiliates, and the officers, directors, employees, agents, and representatives of LIFFE and its Affiliates (“LIFFE Indemnitees”) harmless from and against all Losses incurred or suffered by such LIFFE Indemnitees arising out of, or in connection with, any third party Claim to the extent such Claim is based upon or arises out of: (a) the CBOT’s material breach of this Agreement or any part hereof; (b) the gross negligence or willful misconduct of the CBOT, any Affiliate of the CBOT, any Hosted Exchange, any Affiliate of any Hosted Exchange, or any Market Participant (collectively, the “CBOT Parties”); (c) CBOT Property or LIFFE’s use thereof; (d) use of the Licensed Technology in contravention of this Agreement by or on behalf of any CBOT Party; (e) any breach by any CBOT Party or Contractor (as that term is defined Schedule E) of any Interface Sublicense Agreement or Interface Sublicense and Connection Agreement; (f) a breach of any Hosting Agreement by any of the Hosted Exchanges or the CBOT (excluding any such breach by the CBOT which is the direct result of LIFFE’s breach of this Agreement, the Managed Services Agreement, the Development Services Agreement and/or the Relocation Services Agreement or of LIFFE’s gross negligence or willful misconduct); (g) any Claim that the License, the Licensed Technology provided hereunder, or the use thereof by or on behalf of any CBOT Party, infringes or otherwise violates the Xxxxxx/eSpeed Patent; (h) the CBOT [**] Products, including the listing, maintenance, and/or trading of the CBOT [**] Products; (i) any Claim that the offering by the CBOT of CBOT [**] Products for trading on the CBOT Electronic Exchange infringes or otherwise violates the [**]; or (j) any suspension or termination, as permitted under this Agreement and/or the Managed Services Agreement, of the License granted pursuant to Section 2.1(c) and/or of any Hosting Services; provided that (i) LIFFE shall take no action which LIFFE, in its reasonable judgment, believes would be contrary to the CBOT’s interests relative to the Claim; (ii) the CBOT (or any Person acting on behalf of or authorized by the CBOT), at its own expense, shall be entitled to have sole conduct and control of all legal proceedings in connection with the Claim or the settlement or other compromise thereof; (iii) LIFFE shall give the CBOT (and any Person acting on behalf of or authorized by the CBOT) all reasonable assistance in ...
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By the CBOT. The CBOT may terminate this Agreement for any reason, immediately upon written notice to Licensee.
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By the CBOT. The CBOT may terminate this Agreement immediately upon notice to LIFFE in the event that the Parties have not entered into a Managed Services Agreement by [**].
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By the CBOT. The CBOT shall promptly notify LIFFE if the CBOT becomes aware of (a) any security vulnerability relating to the Core Network, and (b) any violation of the Acceptable Use Policy. Confidential Treatment Requested by CBOT Holdings, Inc.
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Related to By the CBOT

  • By the Company In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, preliminary prospectus, prospectus supplement or final prospectus, or amendment or supplement thereto, or any free writing prospectus relating thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder.

  • Actions by the Company Any action, election or determination by the Board or any committee thereof pursuant to or relating to this Agreement will be effective if, and only if, it is taken or made by (or with the prior approval of) a majority of the members of the Board who are not at the time employees of Holdings or any of its Subsidiaries.

  • Waiver by the Company The Company irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any Eligible Subsidiary or any other Person.

  • Release by the Company As a material inducement to Xx. Xxxx to enter into this Agreement, the Company, on its own behalf and on behalf of the subsidiaries and affiliated entities which it controls, hereby irrevocably and unconditionally releases, acquits and forever discharges Xx. Xxxx, his personal and legal representatives, executors, administrators, heirs, distributees, devisees and legatees (collectively, the "King Releasees") from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies and expenses (including attorneys' fees and costs actually incurred) of any nature whatsoever, known or unknown, suspected or unsuspected, including, but not limited to, any charges, complaints, claims, liabilities, obligations, controversies and expenses arising out of alleged violations of any contracts, express or implied, or any covenant of good faith and fair dealing, express or implied, which the Company or any of such subsidiaries or affiliated entities now has, owns or holds, or claims to have, own or hold, or which the Company or any of such subsidiaries or affiliated entities at any time heretofore had, owned, or held, or claimed to have, own or hold, against Xx. Xxxx or any other King Releasee relating to the performance of Xx. Xxxx'x duties as an officer or employee of the Company or any of its divisions, subsidiaries or affiliates; provided, however, that the foregoing shall not release Xx. Xxxx or any King Releasee from (1) any obligations under this Agreement or under the Indemnification Agreement, (2) any claims arising after October 18, 1999 or (3) any claims arising out of any conduct by Xx. Xxxx which was knowingly fraudulent or deliberately dishonest or for which Xx. Xxxx would not be entitled to indemnification by the Company under the Indemnification Agreement.

  • By the Company for Cause The Company may terminate Executive’s employment for Cause (as defined below) at any time effective upon written notice to Executive. For purposes hereof, the term “Cause” shall mean that the Board has determined that Executive has (a) engaged in conduct amounting to fraud or dishonesty against the Company, (b) knowingly refused to follow the reasonable directions of the Board, (c) engaged in unethical conduct, (d) knowingly violated the law in the course of performance of the duties of his employment with the Company, (e) repeatedly been absent from work without a reasonable excuse, (f) been intoxicated with alcohol while on the Company’s premises during regular business hours, (g) used illegal drugs, (h) been convicted of or pled guilty or nolo contendere to a felony or a crime involving moral turpitude, (i) gross failure of, or willfully neglecting to perform, a duty in performance of his duties as set forth in this Agreement, or (j) committed a material breach or violation of the terms of this Agreement or any other agreement to which Executive and the Company are parties and which breach constitutes grounds for termination for Cause under this Section 6.03. The Company and Executive agree, however, that, in the case of items (b), (e), (i), and (j) above, the Company may not terminate Executive’s employment for Cause unless Executive has failed to remedy such failures within thirty (30) days following written notice by the Company to Executive specifically identifying the failures the Company claims of the Executive and the actions Executive reasonably needs to take to remedy such failures. In the event that the Company determines that the Executive has failed to remedy such failures after the required notice is provided and moves forward with termination under this section, the Company shall provide Executive at the time of termination a written statement of the ground(s) for the termination, including a full description of all facts and circumstances relied upon for the termination. With respect to items (a), (c), (d), (f), (g), and (h), the Company shall provide Executive at the time of termination a written statement of the ground(s) for the termination, including a full description of all facts and circumstances relied upon for the termination. Notwithstanding any provision of this Section 6.03 to the contrary, any resignation by Executive following the occurrence of facts or circumstances that would constitute Cause shall not preclude the Company from treating Executive’s termination as a termination for Cause.

  • REPRESENTATIONS BY THE COMPANY The Company represents and warrants to the Subscriber that:

  • Release by the Contractor The acceptance by the Contractor of final payment shall release NYSERDA from all claims and liability that the Contractor, its representatives and assigns might otherwise have relating to this Agreement.

  • USING THE CARD You can use your card to buy goods and services (for example at shops, restaurants and online), and to withdraw cash at cash machines.

  • By the Corporation The Corporation shall indemnify and hold harmless, to the extent permitted by law, each Holder, such Holder’s officers, directors, managers, employees, partners, stockholders, members, trustees, Affiliates, agents and representatives, and each Person who controls such Holder (within the meaning of the Securities Act) (the “Holder Indemnified Parties”) against all losses, claims, actions, damages, liabilities and expenses (including with respect to actions or proceedings, whether commenced or threatened, and including reasonable attorney fees and expenses) caused by, resulting from, arising out of, based upon or related to any of the following statements, omissions or violations (each a “Violation”) by the Corporation: (i) any untrue or alleged untrue statement of material fact contained in (A) any registration statement, prospectus, preliminary prospectus or Free-Writing Prospectus, or any amendment thereof or supplement thereto or (B) any application or other document or communication (in this Section 7, collectively called an “application”) executed by or on behalf of the Corporation or based upon written information furnished by or on behalf of the Corporation filed in any jurisdiction in order to qualify any securities covered by such registration under the securities laws thereof, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or (iii) any violation or alleged violation by the Corporation of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Corporation and relating to action or inaction required of the Corporation in connection with any such registration, qualification or compliance. In addition, the Corporation will reimburse such Holder Indemnified Party for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such losses. Notwithstanding the foregoing, the Corporation shall not be liable in any such case to the extent that any such losses result from, arise out of, are based upon, or relate to an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus, preliminary prospectus or Free-Writing Prospectus or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished in writing to the Corporation by such Holder Indemnified Party expressly for use therein or by such Holder Indemnified Party’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such Holder Indemnified Party with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation shall indemnify such underwriters, their officers and directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holder Indemnified Parties.

  • Notice by the Company The Company shall give prompt written notice to a Responsible Officer of the Trustee at the Principal Office of the Trustee of any fact known to the Company that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV. Notwithstanding the provisions of this Article XV or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment of monies to or by the Trustee in respect of the Debentures pursuant to the provisions of this Article XV, unless and until a Responsible Officer of the Trustee at the Principal Office of the Trustee shall have received written notice thereof from the Company or a holder or holders of Senior Indebtedness or from any trustee therefor; and before the receipt of any such written notice, the Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled in all respects to assume that no such facts exist; provided, however, that if the Trustee shall not have received the notice provided for in this Section at least 2 Business Days prior to the date upon which by the terms hereof any money may become payable for any purpose (including, without limitation, the payment of the principal of (or premium, if any) or interest on any Debenture), then, anything herein contained to the contrary notwithstanding, the Trustee shall have full power and authority to receive such money and to apply the same to the purposes for which they were received, and shall not be affected by any notice to the contrary that may be received by it within 2 Business Days prior to such date. The Trustee, subject to the provisions of Article VI of this Indenture, shall be entitled to conclusively rely on the delivery to it of a written notice by a Person representing himself to be a holder of Senior Indebtedness (or a trustee or representative on behalf of such holder), to establish that such notice has been given by a holder of such Senior Indebtedness or a trustee or representative on behalf of any such holder or holders. In the event that the Trustee determines in good faith that further evidence is required with respect to the right of any Person as a holder of such Senior Indebtedness to participate in any payment or distribution pursuant to this Article XV, the Trustee may request such Person to furnish evidence to the reasonable satisfaction of the Trustee as to the amount of such Senior Indebtedness held by such Person, the extent to which such Person is entitled to participate in such payment or distribution and any other facts pertinent to the rights of such Person under this Article XV, and, if such evidence is not furnished, the Trustee may defer any payment to such Person pending judicial determination as to the right of such Person to receive such payment.

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