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.
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. Dermavant hereby agrees to indemnify, defend, hold harmless, and reimburse NovaQuest and its Affiliates and their respective managers, directors, officers, employees, agents, and its and their respective successors, heirs, and assigns (the “NovaQuest Indemnitees”) from and against any losses, costs, claims, damages, Liabilities, or expenses (including reasonable attorneys’ and professional fees and other expenses of litigation) (collectively, “Losses”) actually incurred by XxxxXxxxx Indemnitees arising out of claims, suits, actions, or demands, in each case brought by a Third Party, or settlements or judgments arising therefrom (including personal injury, products liability, and intellectual property infringement or misappropriation claims) (each a “Third Party Claim”) as a result or arising out of:
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. TECHNICAL SERVICES AND
By Xxxxxxxxx. If Xxxxxxxxx assigns this Agreement, any of its rights hereunder or any Xxxxxxxxx Patents, Xxxxxxxxx will provide advance written notice to Allied of any such assignment .
By Xxxxxxxxx. Throughout the Term of this Agreement, Xxxxxxxxx shall maintain in full force and effect comprehensive general liability insurance with limits in an amount of not less than $[***] per occurrence and $[***] in the aggregate. Throughout the Term of this Agreement, Xxxxxxxxx shall maintain in full force and effect a policy of Worker’s Compensation Insurance covering all of its employees assigned to render services under this Agreement under the direction of Collegis, providing for statutory limits. Collegis agrees that any liability of Xxxxxxxxx to Collegis (to the extent not excluded under Section 7.3 above) in connection with bodily injury, death or property damage is hereby limited to the amounts of insurance as set forth in this Section. Xxxxxxxxx shall provide Collegis a certificate of insurance certifying that coverage as required by this Agreement has been obtained and shall remain in force as specified by this Agreement.
By Xxxxxxxxx. Unless otherwise agreed between the Parties in writing, Shiratori may elect to terminate this Agreement upon sixty (60) days’ prior written notice to PTC in the event that PTC fails (i) to achieve Regulatory Approval in either the United States or European Union, Japan for at least one indication within ten (10) years from the Effective Date or (ii) to launch the Product in the United States or European Union, Japan within eleven (11) years from the Effective Date. PTC shall, as of the effectiveness of such termination, be relieved of any and all further obligations to make payments to Shiratori under this Agreement to the extent not accrued prior to such termination. PTC also shall be relieved of any and all further obligations with respect to patents and patent applications in the Territory.
By Xxxxxxxxx. Effective as of the Release Effective Date:
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...
