By Uroplasty Sample Clauses

By Uroplasty. Uroplasty will indemnify CystoMedix, and CystoMedix’s officers and directors, and each person controlling such CystoMedix within the meaning of Section 15 of the Act, and each selling stockholder with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by Uroplasty of the Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to Uroplasty in connection with any such registration, and Uroplasty will reimburse each said persons for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that Uroplasty will not be liable in any such case (i) to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Uroplasty by or on behalf of any such persons and stated to be specifically for use therein or (ii) insofar as the claim, loss, damage, liability or expense relates to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus but eliminated or remedied in the prospectus.
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By Uroplasty. Uroplasty shall indemnify, protect, defend, and hold CystoMedix, its parents, subsidiaries, and affiliates, and the respective officers, directors, shareholders, agents, and employees of all of the foregoing, harmless from and against any and all costs, claims, suits, losses, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or resulting from (i) manufacturing defects in the Products resulting from other than the use of the Products Design and Manufacturing Specifications of CystoMedix or (ii) the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement.
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By Uroplasty. Uroplasty shall deliver the following instruments, documents and property at the Closing: (i) stock certificates representing the unescrowed Shares and the Bridge Loan Shares; (ii) stock certificates representing the Escrowed Shares which shall be delivered to the Escrow Agent together with stock powers thereto endorsed in blank and medallion signature guaranteed; (iii) the cash portion of the Bridge Loan amount to be repaid at Closing to Sxxxxxx pursuant to Section 3.1(c) above; (iv) the Uroplasty Stock Options; and (v) the Escrow Agreement, in such form agreed upon by the parties, executed by Uroplasty.
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By Uroplasty. Uroplasty shall deliver an instruction letter to its stock transfer agent, authorizing the issuances of the Shares and, no later than five Business Days after Closing, Uroplasty shall deliver the stock certificate representing the Shares.
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By Uroplasty. Uroplasty shall indemnify, protect, defend, and hold SI.EM, its parents, subsidiaries, and affiliates, and the respective officers, directors, shareholders, agents, and employees of all of the foregoing, harmless from and against any and all costs, claims, suits, losses, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or resulting from: (i) the advertising, marketing and distribution and sale of the Products by Uroplasty, subject to the provisions of Sections 1(g), 1(h) and 1(j); (ii) the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement; or (iii) the use of the Uroplasty Trademarks as permitted under this Agreement.
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By Uroplasty. Uroplasty shall indemnify, protect and save CL, which term shall include all officers, directors, employees and agents thereof (hereinafter referred to as “Indemnitees”) harmless from all claims, demands, suits or actions (including attorneys’ fees incurred in connection therewith) arising out of or resulting from the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement.
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Related to By Uroplasty

  • MEDIA WARRANTY If Symantec provides the Licensed Software to You on tangible media, Symantec warrants that the magnetic media upon which the Licensed Software is recorded will not be defective under normal use, for a period of ninety (90) days from delivery. Symantec will replace any defective media returned to Symantec within the warranty period at no charge to You. The above warranty is inapplicable in the event the Licensed Software media becomes defective due to unauthorized use of the Licensed Software. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR SYMANTEC’S BREACH OF THIS WARRANTY.

  • By Microsoft Microsoft will defend Customer against any third-party claim to the extent it alleges that a Product or Fix made available by Microsoft for a fee and used within the scope of the license granted under this agreement (unmodified from the form provided by Microsoft and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark or other proprietary right of a third party. If Microsoft is unable to resolve a claim of infringement under commercially reasonable terms, it may, as its option, either: (1) modify or replace the Product or fix with a functional equivalent; or (2) terminate Customer’s license and refund any prepaid license fees (less depreciation on a five-year, straight-line basis) for perpetual licenses and any amount paid for Online Services for any usage period after the termination date. Microsoft will not be liable for any claims or damages due to Customer’s continued use of a Product or Fix after being notified to stop due to a third- party claim.

  • HOME WARRANTY At Closing, Buyer Seller N/A shall pay for a home warranty plan issued by 185 at a cost not to exceed $ . A home 186 warranty plan provides for repair or replacement of many of a home’s mechanical systems and major built-in 187 appliances in the event of breakdown due to normal wear and tear during the agreement’s warranty period.

  • Malicious Use of Orphan Glue Records Registry Operator shall take action to remove orphan glue records (as defined at xxxx://xxx.xxxxx.xxx/en/committees/security/sac048.pdf) when provided with evidence in written form that such records are present in connection with malicious conduct.

  • LITERATURE, ADVERTISEMENTS, AND SOCIAL MEDIA 29 A. Any written information or literature, including educational or promotional materials, 30 distributed by CONTRACTOR to any person or organization for purposes directly or indirectly related 31 to this Agreement must be approved at least thirty (30) days in advance and in writing by 32 ADMINISTRATOR before distribution. For the purposes of this Agreement, distribution of written 33 materials shall include, but not be limited to, pamphlets, brochures, flyers, newspaper or magazine ads, 34 and electronic media such as the Internet. 35 B. Any advertisement through radio, television broadcast, or the Internet, for educational or 36 promotional purposes, made by CONTRACTOR for purposes directly or indirectly related to this 37 Agreement must be approved in advance at least thirty (30) days and in writing by ADMINISTRATOR. 1 C. If CONTRACTOR uses social media (such as Facebook, Twitter, YouTube or other publicly 2 available social media sites) in support of the services described within this Agreement, 3 CONTRACTOR shall develop social media policies and procedures and have them available to 4 ADMINISTRATOR upon reasonable notice. CONTRACTOR shall inform ADMINISTRATOR of all 5 forms of social media used to either directly or indirectly support the services described within this 6 Agreement. CONTRACTOR shall comply with COUNTY Social Media Use Policy and Procedures as 7 they pertain to any social media developed in support of the services described within this Agreement. 8 CONTRACTOR shall also include any required funding statement information on social media when 9 required by ADMINISTRATOR. 10 D. Any information as described in Subparagraphs A. and B. above shall not imply endorsement 11 by COUNTY, unless ADMINISTRATOR consents thereto in writing. 12

  • Description of Vendor Entity and Vendor's Goods & Services If awarded, this description of Vendor and Vendor's goods and services will appear on the TIPS website for customer/public viewing. Construction procurement agency, administrating and facilitating cooperative purchasing. Please identify the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract. Xxxxxx Xxxxxxxx Primary Contact Title Partner Please enter a valid email address that will definitely reach the Primary Contact. xxx@xxxxxxxxxxxxxxxxxxx.xxx Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). Please provide the accurate and current phone number where the individual who will be primarily responsible for all TIPS matters and inquiries for the duration of the contract can be reached directly. 0000000000 Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). Numbers only, no symbols or spaces (Ex. 8668398477). The system will auto-populate your entry with commas once submitted which is appropriate and expected (Ex. 8,668,398,477). 0000000000 Please identify the individual who will be secondarily responsible for all TIPS matters and inquiries for the duration of the contract.

  • RDDS Registration Data Directory Services refers to the collective of WHOIS and Web-­‐based WHOIS services as defined in Specification 4 of this Agreement.

  • Povinnosti Site and Institution’s personnel, including Study Staff shall not Místo provádění klinického hodnocení a zaměstnanci Zdravotnického zařízení, a to včetně Studijního personálu, nebudou

  • Product and Service Warranties 21- SECTION 3.30

  • Placement of EPP probes Probes for measuring EPP parameters shall be placed inside or close to Registrars points of access to the Internet across the different geographic regions; care shall be taken not to deploy probes behind high propagation-­‐delay links, such as satellite links.

Most Referenced Clauses

Most Referenced Definitions