By Titan Sample Clauses

By Titan. In the event of termination of this Agreement by Titan pursuant to Section 12.2, the following shall be applicable: (i) to the extent permitted by Law, Braeburn shall promptly transfer to Titan copies of all data, reports, records and materials in Braeburn’s possession or Control that relate to Products and return to Titan all relevant records and materials in Braeburn’s possession or Control containing Proprietary Information of Titan (provided that Braeburn may keep one (1) copy of such Proprietary Information of Titan for archival purposes solely for the purpose of compliance with this Agreement) and (ii) Braeburn shall transfer to Titan ownership of, and assign to Titan all of its right, title and interest in and to, the Product NDA and any regulatory filings made or filed for Products in the Territory by Braeburn or its designees. Subject to the payment of all undisputed amounts required hereunder, Braeburn and its Affiliates shall have the right to sell or otherwise dispose of the stock of any Product or Licensed Product, if applicable, subject to this Agreement on hand at the time of such termination or in process of manufacture; provided, however, that, at Titan’s request, Braeburn shall return to Titan any Product or Licensed Product that has not been sold or used within six (6) months following such termination and Titan shall reimburse Braeburn’s procurement costs related to such Product or Licensed Product, respectively, to the extent such costs have been previously been paid by Braeburn to Titan.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
By Titan. Titan shall maintain, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of *** per occurrence and in the aggregate. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of Products and Licensed Products in the Titan Territory and (ii) manufacture of Licensed Products in the Territory.
Sample 1Sample 2See All (4)
By Titan. Titan shall maintain in full force at its expense, commencing as of the Effective Date and for a period of three (3) years after any expiration of termination of this Agreement, a Commercial General Liability Insurance policy or policies (including coverage for Product Liability, Contractual Liability, Bodily Injury, Property Damage and Personal Injury), with minimum limits of US$5,000,000 (five million dollars) per occurrence and in the aggregate and shall name Molteni as an additional insured on such policy against any and all claims for bodily injury, personal injury and property damage. Such insurance shall insure against all liability arising out of Titan’s (i) manufacture, use, sale, distribution, or marketing of the Products in the Titan Territory and (ii) manufacture of Semi-Finished Products in the Territory.
Sample 1
By Titan. Titan hereby agrees to indemnify, defend, and hold harmless Xxxxxxx and Owner, their agents and affiliates, their respective successors and assigns, and their respective employees, officers, directors, and shareholders, with respect to and in connection with any /STA liability, damage, penalty, fine, forfeiture, loss, claims, and expenses, including reasonable attorneys’ fees but excluding punitive, incidental, and consequential losses, damages, and expenses (collectively the “Xxxxxxx’ Damages”) arising out of, relating in, or resulting in any way from the performance of any aspect of this Agreement, including, but not limited to construction defects in the System, to the extent that such Xxxxxxx’ Damages are (a) attributable to bodily or personal injury, sickness, disease, or death or to injury to or destruction of tangible property, either real or personal; and(b) caused by the act or omission of (i) Titan, (ii) anyone directly or indirectly employed by or contracting with Titan (other than Xxxxxxx/Owner), or (iii) anyone else for whose acts Titan may be legally liable. The provisions of this Section shall survive the termination or expiration of this Agreement, and shall apply to and inure to the benefit of all heirs, successors, and assigns of Xxxxxxx and Owner, their directors, officers, shareholders, employees, tenants, sub-tenants, and affiliates. This indemnification shall not require payment as a condition precedent.
Sample 1
By Titan. Titan hereby represents and warrants to Xxxxxxx and Owner that: (a) Titan is duly organized and validly existing under the laws of its state of organization, with full power and authority to enter into this Agreement and perform and consummate the transaction herein contemplated; (b) the execution and delivery of this Agreement by Titan has been duly authorized by Titan, and this Agreement constitutes the valid and binding obligation of Titan, enforceable in accordance with its terms, without any other or further action; (c) the execution, delivery and performance of this Agreement by Titan does not and will not conflict with or violate any law, judgment, order, decree, agreement, limitation, or restriction to which Titan is a party; (d) Titan has good and marketable title to the Equipment and components comprising the System free and clear of any and all liens and encumbrances; (e) Titan possesses or will possess all required permits, licenses and approvals for the operation of its business; (f) there are no bankruptcy, receivership, or tax deficiency proceedings pending or, to the knowledge of Titan, threatened against Titan in any court or before any federal or state commission or authority, and there are no claims, actions, or proceedings pending or, to the knowledge of Titan, threatened which would prohibit or affect the validity of the transaction contemplated by this Agreement; (g) the construction of the System shall meet the requirements of this Agreement, comply with all warranties imposed by law, rule, regulation upon Titan and/or its contractors; (h) Titan, at its sole cost and expense, shall timely repair or remedy, or caused to be repaired or remedied, any defects in workmanship and material; and (i) Titan, its contractors, representatives, employees and agents shall observe all safety, nondiscrimination, equal employment, business ethics and other rules and policies and shall comply with all applicable laws, rules and regulations or any governmental authority in performing its obligations under this Agreement. All warranties shall survive the expiration or earlier termination of this Agreement.
Sample 1

Related to By Titan

  • Ownership and License in Deliverables Unless otherwise specified in a specific Purchase Order concerning procurement of a SaaS product:

  • 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.

  • Storage of Materials Borrower shall cause all materials supplied for or intended to be utilized in the construction of the Improvements but not affixed to or incorporated into the Property to be stored on the Property or at such other location as may be approved by Lender in writing, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be utilized in the construction of the Improvements.

  • 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.

  • Use of Material The Employer intends using the information provided by the Consultant for purposes including: • professional advice regarding decisions to be made in connection with the subject matter of the services; • inputs into the work of others and the administration of contracts; and • professional inputs into the delivery process Task specific use of information provided by the Consultant is set out in the Task Order.

  • 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 Tenant Except as expressly permitted in Paragraph 7.2 below, 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, conditioned or delayed. 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) the proposed use is not a Permitted Use; (c) in Landlord’s reasonable judgment, the financial worth of a proposed assignee is less than that of Tenant or does not meet the credit standards applied by Landlord; (d) the proposed assignee or sublessee has, in the five years prior to the assignment or sublease, filed for bankruptcy protection, has been the subject of an involuntary bankruptcy that was not discharged within ninety (90) days of its filing, or has been adjudged insolvent; (e) Landlord has experienced a previous uncured material default by or is in litigation with the proposed assignee or sublessee; (f) the use of the Leased Premises by the proposed assignee or sublessee will violate any applicable Law, ordinance or regulation; (g) the proposed assignee or sublessee is, as of the date of this Lease, in negotiations with Landlord or any of its affiliates for a lease in a property owned by Landlord or any of its affiliates and located in the City of Milpitas, California; (h) the proposed assignment or sublease fails to include all of the terms and provisions required to be included therein pursuant to this Article 7; (i) there is an Event of Default under this Lease, or there have been three or more Events of Default during the 12 months preceding the date that Tenant shall request consent; or (j) 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.

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • Data Security and Unauthorized Data Release The Requester and Approved Users, including the Requester’s IT Director, acknowledge NIH’s expectation that they have reviewed and agree to manage the requested controlled-access dataset(s) and any Data Derivatives of controlled-access datasets according to NIH’s expectations set forth in the current NIH Security Best Practices for Controlled-Access Data Subject to the GDS Policy and the Requester’s IT security requirements and policies. The Requester, including the Requester’s IT Director, agree that the Requester’s IT security requirements and policies are sufficient to protect the confidentiality and integrity of the NIH controlled-access data entrusted to the Requester. If approved by NIH to use cloud computing for the proposed research project, as outlined in the Research and Cloud Computing Use Statements of the Data Access Request, the Requester acknowledges that the IT Director has reviewed and understands the cloud computing guidelines in the NIH Security Best Practices for Controlled-Access Data Subject to the NIH GDS Policy. The Requester and PI agree to notify the appropriate DAC(s) of any unauthorized data sharing, breaches of data security, or inadvertent data releases that may compromise data confidentiality within 24 hours of when the incident is identified. As permitted by law, notifications should include any known information regarding the incident and a general description of the activities or process in place to define and remediate the situation fully. Within 3 business days of the DAC notification, the Requester agrees to submit to the DAC(s) a detailed written report including the date and nature of the event, actions taken or to be taken to remediate the issue(s), and plans or processes developed to prevent further problems, including specific information on timelines anticipated for action. The Requester agrees to provide documentation verifying that the remediation plans have been implemented. Repeated violations or unresponsiveness to NIH requests may result in further compliance measures affecting the Requester. NIH, or another entity designated by NIH may, as permitted by law, also investigate any data security incident or policy violation. Approved Users and their associates agree to support such investigations and provide information, within the limits of applicable local, state, tribal, and federal laws and regulations. In addition, Requester and Approved Users agree to work with the NIH to assure that plans and procedures that are developed to address identified problems are mutually acceptable and consistent with applicable law.

  • Data – Title To All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!