By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx Termination Notice") to Xxxxxxxx:
(a) at any time when any material breach by any Acquiring Party of its obligations pursuant to this Agreement has occurred and is continuing, if both
(i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or X which has not been satisfied or waived will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement, and
(ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that such Person cure such breach, unless prior to the giving of the Xxxxxxxx gave each such breaching Acquiring Party has cured such breach;
(b) at any time after the Expiration Date, if
(i) as of the Expiration Date, each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X was satisfied or waived in writing,
(ii) the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's conditions to closing set forth in Articles IX and X which was not waived in writing or satisfied as of the Expiration Date was caused by a breach by one or more of the Acquiring Parties of any of its or their representations, warranties and/or obligations under this Agreement and/or the failure of any Acquiring Party Consent to have been obtained,
(iii) the Approval Date had not occurred on or prior to the Expiration Date as a result of any breach by one or more of the Acquiring Parties of any provision of this Agreement, or
(iv) one or more of the Acquiring Parties and the Affiliates thereof refused, failed or declined to take any action (other than divesting itself of an broadcast television or radio station of which it or one of its Subsidiaries is the licensee or terminating any time brokerage or similar arrangement) which the FCC, the FTC, the DOJ or the staff of any of them indicates to any Acquiring Party or agent thereof is a condition to the grant of the Required FCC Consent or the expiration or termination of the requisite waiting period under the Xxxx-Xxxxx-Xxxxxx Act for the Merger; or
(c) at any time after the Expiration Date, in any circumstance which is not described in Section 12.A(1)(b), unless the absence of satisfaction of each of Xxxxxxxx'x and the Merger Sub's closing conditions set forth in Articles IX and X which has not been satisfied or waived in writing has been caused by a breach by Xxxxxxxx of its obligati...
By Xxxxxxxx. Xxxxxxx hereby agrees to defend Customer, its affiliates, officers, directors, and employees, in and against any third party claim or demand against Customer, alleging that Customer’s authorized use of the Services infringes or constitutes misappropriation of any third party’s copyright, trademark or registered patent (“IP Claim”), and we will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on such IP Claim by a court of competent jurisdiction or agreed to via settlement we agreed upon, including reasonable attorneys’ fees. Aakashe’s indemnity obligations under this Section 13 shall not apply if: (i) the Services (or any portion thereof) was modified by Customer or any of its Users or any third party, but solely to the extent the IP Claim would have been avoided by not doing such modification; (ii) if the Services is used in combination with any other service, device, software or products, including, without limitation, Third Party Services, but solely to the extent that such IP Claim would have been avoided without such combination; and/or (iii) any IP Claim arising or related to, the Customer Data or to any events giving rise to Customer’s indemnity obligations under Section 13.1 above. Without derogating from the foregoing defense and indemnification obligation, if Xxxxxxx believes that the Services, or any part thereof, may so infringe, then Aakashe may in its sole discretion: (a) obtain (at no additional cost to you) the right to continue to use the Services; (b) replace or modify the allegedly infringing part of the Services so that it becomes non-infringing while giving substantially equivalent performance; or
(c) if Aakashe determines that the foregoing remedies are not reasonably available, then Aakashe may require that use of the (allegedly) infringing Services (or part thereof) shall cease and in such an event, Customer shall receive a prorated refund of any Fees paid for the unused portion of the Subscription Term. THIS SECTION 13.2 STATES XXXXXXX’S SOLE AND ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY, FOR ANY INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION BY AAKASHE AND/OR ITS SERVICES AND UNDERLYING TECHNOLOGY.
By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx Termination Notice") to Xxxxxxxx:
(a) at any time when any material breach by Xxxxxxxx of its obligations pursuant to this Agreement has occurred and is continuing, if both
(i) such breach materially and adversely affects the likelihood that any of the conditions set forth in Article IX or X will be satisfied or materially and adversely affects any Party's ability to comply with its obligations pursuant to this Agreement and
(ii) at least thirty days have elapsed since Xxxxxxxx gave Xxxxxxxx written notice requesting that Xxxxxxxx cure such breach, unless prior to the giving of such Xxxxxxxx Termination Notice Xxxxxxxx has cured such breach; or
(b) at any time after the Expiration Date, under any circumstances described in Section 12.A(1)(b) or Section 12.A(1)(c).
By Xxxxxxxx. This Agreement may not be assigned by Xxxxxxxx ----------- without the prior written consent of the Acquiring Parties. Notwithstanding the foregoing, Xxxxxxxx may assign its rights under this Agreement for collateral purposes only to any lender to it, or any agent for any such lender(s), without the consent of any other Party, and any such lender or agent may transfer such rights pursuant to the exercise of remedies with respect to such collateral security to any other Person (it being understood that any such lender or agent will be a third-party beneficiary of the agreement constituted by this Section 13.B(1)).
By Xxxxxxxx. Xxxxxxxx represents and warrants to the Company that (i) Xxxxxxxx is under no contractual or other restriction or obligation which would prevent the performance of Xxxxxxxx' duties hereunder or interfere with the rights of the Company hereunder and (ii) this Agreement has been duly executed and delivered by Xxxxxxxx, is the legal, valid and binding obligation of Xxxxxxxx, and is enforceable against Xxxxxxxx in accordance with its terms, except that no representation or warranty is made with respect to the provisions of Section 7.
By Xxxxxxxx if Xxxxx shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions set forth in Section 7.2(a) or (b) are not capable of being satisfied on or before the Termination Date; or
By Xxxxxxxx. Xxxxxxxx shall defend, indemnify and hold harmless Mascoma and its Affiliates and each of their officers, directors, shareholders, employees, successors and assigns from and against all claims, charges, complaints, actions, suits, proceedings, hearings, investigations and demands (“Claims”) of Third Parties, and all associated Losses, to the extent arising out of (a) any breach by Xxxxxxxx of any representation, warranty, covenant or obligation given in this Agreement, (c) the negligence, willful misconduct or willful omissions of Xxxxxxxx or any of its Affiliates (other than Frontier) in the performance of its obligations hereunder or under any of the Ancillary Documents, (d) any Claim that that the Xxxxxxxx Business or its participation in the Project infringes the intellectual property rights of such Third Party; provided, however, that in all cases referred to in this Section 9.1, Xxxxxxxx shall not be liable to indemnify Mascoma for any Losses of Mascoma to the extent that such Losses of Mascoma were caused by the gross negligence or willful misconduct or wrongdoing of Mascoma or any of its Affiliates.
By Xxxxxxxx. Subject to Sections 5.2 and 5.3 of this Schedule “A”, Xxxxxxxx will indemnify, defend and hold harmless Customer, its Affiliates, and its and their respective general partners, officers, directors, employees, agents and other representatives from and against any Liabilities in connection with this Agreement to the extent arising from: (a) the negligence or willful misconduct of Magellan, its employees, agents, contractors, and other representatives; or (b) the failure of Magellan to comply with the terms and conditions of this Agreement.
By Xxxxxxxx. Xxxxxxxx and Xxxxxxxx Parent shall indemnify and hold harmless Zai, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Zai Indemnitee(s)”) from and against all Losses incurred by them in connection with any Claims to the extent arising from (a) Exploitation of the Licensed Compounds and Products outside the Territory, including the promotion of a Product and product liability claims relating to the Product, or any actions (or omissions) in the performance of its regulatory activities, in each case by Xxxxxxxx or any of its Affiliates or licensees (other than Zai or its Affiliates or Sublicensees), or in the Territory with respect to Global Studies or any Manufacturing activities in the Territory of a Product for use outside of the Territory pursuant to Xxxxxxxx’x Retained Rights, in each such case by Xxxxxxxx or any of its Affiliates or licensees (other than Zai or its Affiliates or Sublicensees); (b) the gross negligence, illegal conduct or willful misconduct of Xxxxxxxx or any of its Affiliates or licensees (other than Zai), (c) Xxxxxxxx’x breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) [***], as amended or its obligations pursuant to such New Xxxxxxxx In-Licenses; in each case of clauses (a) through (d) above, except to the extent Losses arise from, are based on, or result from any activity or occurrence for which Zai is obligated to indemnify the Xxxxxxxx Indemnitees under Section 12.1.
By Xxxxxxxx. Xxxxxxxx, on her own behalf, and on behalf of the Xxxxxxxx Group and her affiliates, successors and assigns, does hereby remise, release, and forever discharge the Company and its agents, advisors, representatives, attorneys, successors, subsidiaries, affiliates, heirs, nominees, directors, officers, employees, stockholders, executors, administrators, trustees, independent contractors, and insurers (collectively, the “Xxxxxxxx Releasees”), of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or in equity, whether known or unknown, which Xxxxxxxx ever had, now has, or may in the future have, or which all or any of the heirs, executors, administrators, successors, or assigns of Xxxxxxxx hereafter can, shall, or may have, against the Xxxxxxxx Releasees for or by reason of any cause, matter, or thing whatsoever as it relates to or arises out of actions or events occurring prior to the Closing Date. Nothing in the language of this Section 9.2 shall prevent any party to this Agreement from enforcing the terms of this Agreement or any of the documents contemplated by Section 2, if there should be a breach or default of any such agreement.
