By TOUR Sample Clauses

By TOUR. TOUR covenants and agrees to indemnify and hold Xxxxxx, its affiliated entities and each of their respective officers, directors, employees and agents (collectively, the "Xxxxxx Indemnitees") harmless from and against any and all losses, claims, damages, expenses judgments, awards, petitions, demands or liabilities (including reasonable attorneys' fees, whether incurred in preparation for trial, at trial, on appeal or in bankruptcy proceedings), joint or several, to which the Xxxxxx Indemnitees may become subject on account of the use of the Marks in accordance with the terms hereof and/or on account of any default by TOUR in the performance of its obligations hereunder or for any breach of the representations and warranties contained herein. Xxxxxx will notify TOUR promptly upon receipt of notice of any such claim. Upon such notice to TOUR, TOUR shall assume responsibility for the defense of the interest of the Xxxxxx Indemnitees.
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By TOUR. TOUR covenants and agrees to indemnify and bold Xxxxxx, its affiliated entities and each of their respective officers, directors, employees and agents (collectively, the "Xxxxxx Indemnities") harmless from and against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities (including reasonable attorneys' fees, whether incurred in preparation for trial, at trial, on appeal or in bankruptcy proceedings), joint or several, to which the Xxxxxx Indemnities may become subject on account of any default by TOUR in the performance of its obligations hereunder or any injury to person or property which may result from the maintenance or operation of the Scoreboards. Xxxxxx will notify TOUR promptly upon receipt of notice of any such claim. Upon such notice to TOUR, TOUR shall assume responsibility for the defense of the interest of the Xxxxxx Indemnities.
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By TOUR. As a material inducement for XXX.XXX to enter into this ------- Agreement, TOUR represents and warrants to XXX.XXX (and unless otherwise specified, such representations and warranties are true as of the date hereof and will continue to be effective at all times, as if continuously reiterated through the Term) that: (a) TOUR is a corporation, duly organized and in good standing under the laws of the State of Maryland. TOUR has full power and authority to execute and deliver this Agreement and all documents now or hereafter to be executed and delivered by it pursuant to this Agreement, and to perform all obligations arising under this Agreement and under such other agreements. This Agreement constitutes the legal, valid and binding obligation of TOUR, enforceable in accordance with its terms, covenants and conditions against TOUR; and (b) This Agreement does not contravene any provision of the corporate powers of TOUR, any judgment, order, decree, writ or injunction, or any provision of any applicable law or regulation, and the delivery of this Agreement will not result in a breach of, constitute a default under, or require consent pursuant to any credit agreement, lease, indenture, mortgage, deed of trust, purchase agreement, guaranty or other instrument to which TOUR is a party or by which TOUR or its assets are bound or affected.
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Related to By TOUR

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  • Recall to Work 5.6.2.1 An employee recalled to work overtime after leaving the company’s premises (whether notified before or after leaving the premises) will be paid for a minimum of three hours work at the appropriate rates for each time the employee is so recalled. Except in the case of unforeseen circumstances arising, the employee will not be required to work the full three hours if the job the employee was recalled to perform is completed within a shorter period.

  • Authority to Sign Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement.

  • Right to Sublicense Company shall have the right to sublicense to any third party the rights conferred upon Company under this Agreement, subject to the following conditions: 2.4.1 Wistar shall have the right to approve in advance any Sublicensee if Company is not selling Licensed Product at the time of sublicensing negotiations, provided that such approval shall not be unreasonably withheld; and further provided, however, that such approval shall be deemed to have been given if Wistar does not object to the proposed Sublicensee within [**] ([**]) business days after Company notifies Wistar in writing of the name of such Sublicensee. 2.4.2 Any Sublicense shall be in writing, shall be consistent with all of the terms and conditions of this Agreement, and shall incorporate terms and conditions sufficient to enable Company to comply with this Agreement. Without limiting the foregoing, each Sublicense shall (i) provide that in the event Sublicensee brings a Patent Challenge against Wistar or assists another party in bringing a Patent Challenge against Wistar (except as required under a court order or subpoena or if legally compelled by an administrative agency) then Company may terminate the Sublicense, (ii) require Sublicensee to indemnify, hold harmless and defend Wistar and carry insurance under the same terms set forth in Article 6 below, and (iii)state that Wistar is an intended third party beneficiary of such Sublicense, including for the purpose of enforcing such termination, indemnification, and insurance provisions. 2.4.3 No Sublicensee shall be permitted to sublicense further any of its rights under any Sublicense. Each Sublicense shall contain an agreement and acknowledgment by the Sublicensee that such Sublicense and the Sublicensee are subject to the terms and conditions of the license granted to Company under this Agreement. 2.4.4 Notwithstanding any Sublicense, Company shall remain primarily liable to Wistar for all of Company’s duties and obligations contained in this Agreement, and any act or omission of a Sublicensee which would be a breach of this Agreement if performed by Company shall be deemed to be a breach by Company of this Agreement. Wistar Reference No. LIC15-35 Wistar/OncoCyte Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission. Confidential portions are marked [**]. 2.4.5 If Wistar has a claim arising under this Agreement against a Sublicensee, Wistar may seek a remedy directly against Company and may, but is not required to, seek a remedy against the Sublicensee. 2.4.6 If Company becomes subject to a Bankruptcy Event, all payments then or thereafter due and owing to Company from its Sublicensees shall thereupon, and without any notice from Wistar to any such Sublicensee, become payable directly to Wistar for the account of Company; provided, however, that Wistar shall remit to Company any amount by which such payments exceed the amounts owed by Company to Wistar. 2.4.7 Company shall furnish Wistar with a fully executed copy of any Sublicense agreement within thirty (30) days after execution without redaction. 2.4.8 Any sublicense that is not in compliance with all of the provisions of this Section 2.4 shall be void.