By Xxxxxxxxx. Xxxxxxxxx agrees to indemnify and hold harmless Lilly, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Lilly Indemnitee(s)”) from and against all Losses to the extent arising from (a) the Manufacture or supply of defective Product due to the activities of Xxxxxxxxx, any of its Related Parties or Subcontractors, (b) the use by Xxxxxxxxx or any of its Related Parties or Subcontractors of the Xxxxxxxxx Patents or Xxxxxxxxx Know-How, (c) the negligence, illegal conduct or willful misconduct of Xxxxxxxxx, (d) Xxxxxxxxx’x breach of this Agreement, or (e) Development activities if under Xxxxxxxxx’x sole control pursuant to this Agreement, in each case of clauses (a)- (e), except to the extent such Losses arise out of any of a Lilly Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement.
By Xxxxxxxxx. Xxxxxxxxx agrees to indemnify and hold harmless the Lilly Indemnitees from and against all Losses to the extent arising from (a) the negligence, illegal conduct or willful misconduct of Xxxxxxxxx, or (b) Xxxxxxxxx’x breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, in each case of clauses (a)- (b), except to the extent such Losses arise out of any of a Lilly Indemnitee’s negligence, illegal conduct or willful misconduct, or breach of this Agreement. [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission.
By Xxxxxxxxx. If Xxxxxxxxx fails to provide the storage capacity committed hereunder for the Acquired Terminals or materially breaches Xxxxxxxxx’x obligations to provide the storage, handling and throughput services described herein, then Customer shall have the right (without waiving any other remedy for breach hereof), to notify Xxxxxxxxx in writing thereof, stating specifically the nature of the default and the specific Acquired Terminal or Acquired Terminals at which such default is occurring (the “Xxxxxxxxx Default Notice”). Xxxxxxxxx shall have one hundred eighty (180) days after receipt of the Xxxxxxxxx Default Notice (the “Xxxxxxxxx Cure Period”) in which to remedy the cause or causes stated in the Xxxxxxxxx Default Notice; provided, however, that if the matter giving rise to the default is not capable of being cured in 180 days, but Xxxxxxxxx has been diligently pursuing such cure during such period, then the Xxxxxxxxx Cure Period shall be extended for an additional ninety (90) days beyond the expiration of such Xxxxxxxxx Cure Period. Provided, however, that notwithstanding the foregoing, if the Shared Services Agreement, dated as of the date hereof, entered into by and between Customer and Xxxxxxxxx, is in full force and effect then Customer shall not be permitted to claim Xxxxxxxxx is in breach or default of Xxxxxxxxx’x obligations hereunder with respect to any service that Customer is responsible for providing under such Shared Services Agreement. If Xxxxxxxxx fails to cure the default within the Xxxxxxxxx Cure Period (as extended, if applicable), then Customer shall have the right, but not the obligation, to terminate this Agreement only and solely with respect to the Acquired Terminal subject to such uncured default as stated in the Xxxxxxxxx Default Notice (the “Affected Terminal”) by providing written notice thereof to Xxxxxxxxx, and in such instance, all obligations of Customer with respect to the Affected Terminal (other than with respect to cleaning and disposal of waste), including the payment of the Throughput Fees for the Daily Minimum Throughput Volume Commitment for the Affected Terminal as specified on Exhibit B attached hereto from and after the effective date of the termination of this Agreement with respect to such Affected Terminal, shall cease (except indemnification obligations set forth herein which shall survive termination), and the Aggregate Daily Minimum Throughput Volume Commitment shall be reduced by the amount of the Daily Minimum ...
By Xxxxxxxxx. (i) Xxxxxxxxx acknowledges that the consideration payable to Xxxxxxxxx by the Company under this Agreement exceeds and is in addition to any consideration that Xxxxxxxxx is entitled to receive from the Company and that such consideration constitutes fair, adequate, reasonable and sufficient consideration in exchange for the promises, covenants and undertakings set forth in this Agreement, including the releases contained in this Agreement. Xxxxxxxxx, on his own behalf, and on behalf of his grantees, agents, representatives, heirs, devisees, trustees, assigns, assignors, attorneys, or any other entities in which Xxxxxxxxx has an interest (collectively “Releasors”), hereby agrees to release and forever discharge by this Agreement the Company, its past and present agents, employees, representatives, officers, directors, shareholders, attorneys, accountants, insurers, receivers, advisors, consultants, partners, partnerships, parents, divisions, subsidiaries, affiliates, assigns, successors, heirs, predecessors in interest, joint ventures, and commonly-controlled corporations (collectively “Releasees”) from all liabilities, causes of actions, charges, complaints, suits, claims, obligations, costs, losses, damages, rights, judgments, attorneys’ fees, expenses, bonds, bills, penalties, fines, severance compensation and all other legal responsibilities of any form whatsoever whether known or unknown, whether suspected or unsuspected, whether fixed or contingent, arising from any acts or omissions occurring prior to the Effective Date of this Agreement by Releasees, including any and all claims arising under the Employment Agreement between Xxxxxxxxx and the Company effective as of January 1, 2011 (the “Employment Agreement”) or under any theory of law, whether common, constitutional, statutory or other of any jurisdiction, foreign or domestic, whether known or unknown, whether in law or in equity, which he had or may claim to have against any of them, including, but not limited to, all claims under all applicable state and federal laws based on age, sex, pregnancy, race, color, national origin, marital status, religion, veteran status, disability, sexual orientation, medical condition or any other anti-discrimination laws, including, without limitation, claims under the National Labor Relations Act, the Family and Medical Leave Act, the Equal Pay Act, the Xxxxx Xxxxxxxxx Fair Pay Act, the Genetic Information Non-Discrimination Act, the Employee Retirement Income S...
By Xxxxxxxxx. 1. Xxxxxxxxx hereby relieves and releases UTeC, its members, managers, officers, directors, employees, agents, and affiliates from any and all liability or damages, cost or expense incurred by Xxxxxxxxx, however caused, arising out of any of the (i) Services provided by UTeC or any other entity or person for and on behalf of Xxxxxxxxx under this Agreement, other than for gross negligence or willful misconduct by UTeC or any such person or entity or (ii) any recommendations made by UTeC or any such person or entity under this Agreement.
By Xxxxxxxxx. This Agreement is a legal and valid obligation binding upon Xxxxxxxxx and enforceable in accordance with its terms, and the execution, delivery and performance of the Agreement by Xxxxxxxxx does not conflict with any agreement, instrument or understanding, oral or written, to which Xxxxxxxxx is a party or by which she is bound, nor to her best knowledge violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over her.
By Xxxxxxxxx. XX. Xxxxxxxxx.XX will defend Customer, its Affiliates, officers, directors and employees from and against any claims asserted by a third party based on an allegation that use of the Service in accordance with this Agreement and the applicable Order Form(s) infringes a copyright in any country or a patent of the U.S.A., a member state of the European Union, Canada or Australia (collectively, “Claims”). Xxxxxxxxx.XX will also indemnify Customer and its Affiliates, officers, directors and employees by paying all damages, costs and expenses (including reasonable legal fees and costs) finally awarded by a court of competent jurisdiction, or agreed in a written settlement agreement signed by Xxxxxxxxx.XX, arising out of such Claims. If (a) any aspect of the Service is found by a court or, in Xxxxxxxxx.XX’s reasonable opinion is likely to be found by a court, to infringe upon a third party Intellectual Property Right, or (b) the continued use of the Service is enjoined, Xxxxxxxxx.XX will promptly and at its own expense: (i) obtain for Customer the right to continue using the Service in accordance with this Agreement and the applicable Order Form(s); (ii) modify the item(s) in question to no longer be infringing; or (iii) replace such item(s) with a non- infringing functional equivalent. If, after reasonable efforts, Xxxxxxxxx.XX determines in good faith that options (i), (ii) and (iii) are not feasible, Xxxxxxxxx.XX will remove the infringing item(s) from the Service and refund to Customer on a pro rata basis any Fees paid by Customer for such infringing element(s) that are unused as of the removal date. Xxxxxxxxx.XX will have no obligation or liability for any Claim under this section to the extent arising from: (x) the combination, operation or use of the Service with any product, device, software or service not supplied by Xxxxxxxxx.XX to the extent the combination creates the infringement; (y) the unauthorized alteration or modification by Customer of the Service, or (z) Xxxxxxxxx.XX’s compliance with Customer's designs, specifications, requests, or instructions in providing Professional Services to the extent the Claim is based on such compliance.
By Xxxxxxxxx. Xxxxxxxxx hereby agrees that from time to time, at the sole expense thereof, he will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Joint Note Holders may request, in order to perfect and protect any security interest granted or purported to be granted hereby or to enable the Joint Note Holders to exercise and enforce his rights and remedies hereunder with respect to any of the Collateral.
By Xxxxxxxxx. Effective as of the Release Effective Date:
(a) Xxxxxxxxx, for himself and his beneficiaries, estate, successors and assigns, fully and forever releases and discharges Lenco together with all parents, subsidiaries, affiliates, related entities, fiduciaries, predecessors, successors, officers, directors, shareholders, agents, employees, investors and representatives (collectively, “Releasees”) with respect to any and all claims, liabilities and causes of action, of every nature, kind and description, in law, equity or otherwise, which have arisen, occurred or existed at any time prior to the signing of this Settlement and Release, including, without limitation, any and all claims, liabilities and causes of action arising out of or relating to Xxxxxxxxx’x employment with any Releasees, any prior employment agreement between Xxxxxxxxx and any Releasees and any prior separation agreement between Xxxxxxxxx and any Releasees.
(b) Xxxxxxxxx expressly waives any claims against any Releasees and releases Releasees from any claims, whether known or unknown, which existed or may have existed at any time up to the date of Xxxxxxxxx'x execution of this Settlement and Release, including claims related in any way to Xxxxxxxxx'x employment with any Releasees or the ending of that relationship. This waiver and release includes, but is not limited to, any claims for wages, bonuses, employment benefits, stock options or restricted stock, or damages of any kind whatsoever, arising out of any common law torts, arising out of any contracts, express or implied, any covenant of good faith and fair dealing, express or implied, any theory of wrongful discharge, any theory of negligence, any theory of retaliation, any theory of discrimination or harassment in any form, any legal restriction on any Releasee's right to terminate employees, or any federal, state, or other governmental statute, executive order, or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964 as amended, the Civil Rights Act of 1991, the Civil Rights Act of 1866, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act, the Xxxxx Civil Rights Act, the California Fair Employment and Housing Act, or any other legal limitation on or regulation of the employment relationship.
(c) This waiver and release by Xxxxxxxxx is intended t...
By Xxxxxxxxx. Xxxxxxxxx agrees not to make, or cause to be made, any statement or communicate any information (whether oral, electronic, or written) that is directly or indirectly disparaging, derogatory, or damaging to ABM or its respective past, current, or future affiliates, officers, directors, shareholders, employees, consultants, advisors, representatives, trustees, subsidiaries, divisions, parent companies, attorneys, clients or customers, or to ABM’s policies, procedures, business, practices, or financial condition.
