BY UBE Sample Clauses

BY UBE. Except as otherwise provided in this Restated Agreement, including Section 9.D, UBE shall indemnify, defend and hold HR and its officers, managers, members, employees and agents harmless from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, and demands, that HR or its officers, managers, members, employees or agents may suffer, sustain or become subject to as a result of (i) any breach of warranty, covenant or agreement of UBE contained herein or (ii) UBE’s or its employees’ or agents’ gross negligence or willful misconduct.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
BY UBE. Except as otherwise provided in this Agreement, UBE shall indemnify, defend and hold One Earth Energy and its officer, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that One Earth Energy or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any material breach of warranty, covenant or agreement of UBE contained herein or (ii) UBE’s gross negligence or willful misconduct.
Sample 1
BY UBE. Except as otherwise provided in this Agreement, UBE shall indemnify, defend and hold AE and its officer, directors, employees and agents harmless, from any and all losses, liabilities, damages, expenses (including reasonable attorneys’ fees), costs, claims, demands, that AE or its officers, directors, employees or agents may suffer, sustain or become subject to, or as a result of (i) any material breach of warranty, covenant or agreement of UBE contained herein or (ii) UBE’s gross negligence or willful misconduct.
Sample 1

Related to BY UBE

  • By Seller At Closing, Seller shall deliver to Buyer the following:

  • By Purchaser Purchaser represents and warrants to Seller that:

  • By Company The Company may terminate the Executive’s employment under this Agreement by giving Notice of Termination to the Executive:

  • By Buyer At Closing, Buyer shall deliver to Seller the following:

  • Testing-the-Waters The Company has not (i) alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the consent of the Representative with entities that are qualified institutional buyers within the meaning of Rule 144A under the Act or institutions that are accredited investors within the meaning of Rule 501 under the Act or (ii) authorized anyone other than the Representative to engage in Testing-the-Waters Communications. The Company reconfirms that the Representative has been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “Written Testing-the-Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act.

  • 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.

  • Testing-the-Waters Materials If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.

  • By Lessee Subject to the express provisions of this Lease, by taking --------- possession of the Premises, Lessee shall be deemed to have accepted the Premises as being in good and sanitary order, condition and repair and to have accepted the Premises in their condition existing as of the date of such possession, subject to all applicable laws, covenants, conditions, restrictions, easements, and other matters of public record and the Rules and Regulations from time to time promulgated by Lessor governing the use of any portion of the Project. Lessee shall at Lessee's sole cost and expense, keep every pan of the Premises in good condition and repair, damage thereto from causes beyond the control of Lessee (and riot caused by any act or omission of Lessee or Lessee's Agents) and ordinary wear and tear excepted. If Lessee fails to maintain the Premises as required by this Lease, Lessor may give Lessee notice to do such acts as are reasonably required to so maintain the Premises and if Lessee fails to commence such work immediately in an emergency or where immediate action is required to protect the Premises or any portion of the Project, or within ten (10) days after such notice is given under other circumstances, and diligently prosecute it to completion, then Lessor or Lessor's agents, in addition to all of the rights and remedies available hereunder or by law and without waiving any alternative remedies, shall have the right to enter the Premises and to do such acts and expend such funds at the expense of Lessee as are reasonably required to perform such work. Any amount so expended by Lessor shall be paid by Lessee to Lessor as additional rent, upon demand. With respect to any work performed by Lessor pursuant to this Article 11.a., Lessor shall be liable to Lessee only for physical damage caused to Lessee's personal property located within the Premises to the extent such damage is caused by Lessor's active negligence or willful misconduct and is not covered by the insurance required to be maintained by Lessee pursuant to this Lease. In no event shall Lessor have any liability to Lessee for any other damages, or for any inconvenience or interference with the use of the Premises by Lessee, or for any consequential damages, including lost profits, as a result of performing any such work. Except as specifically provided in this Lease, Lessor shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any pan thereof and the parties hereto affirm that Lessor has made no representations or warranties, express or implied, to Lessee respecting the condition of the Premises or any part of the Project except as specifically set forth in this Lease.

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Licensor Licensor represents and warrants that:

Time is Money Join Law Insider Premium to draft better contracts faster.