EOS Sample Clauses

EOS. (i) is represented by competent legal counsel; (ii) has knowledge and experience in financial and business matters, including specifically oil and gas businesses; (iii) has the capability of evaluating the merits and risks of entering into the transactions contemplated in this Agreement; and (iv) is not in a significantly disparate bargaining position with the other Parties. EOS acknowledges that none of the other Parties nor any other person has made any representation or warranty, expressed or implied, as to the accuracy or completeness of any information regarding the other Parties, the Leases, or the transactions contemplated in this Agreement that has been furnished or made available to the other Parties and its representatives, except as expressly set forth in this Agreement, and, except as expressly set forth in this Agreement, none of the other Parties nor any other person shall have or be subject to any liability to EOS or any other person resulting from the distribution to EOS, or EOS's use, of any such information, and any information, documents or material made available to EOS in management presentations or in any other form in expectation of the transactions contemplated hereby.
Sample 1
AutoNDA by SimpleDocs
EOS. EOS represents and warrants that: (i) it is a corporation duly --- organized validly existing and in good standing under the laws of the State of Delaware; and (ii) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of EOS.
Sample 1
EOS. EOS shall indemnify, defend and hold harmless Medarex and its --- directors, officers and employees (each a "Medarex Indemnitee") from and against any and all liabilities, damages, losses, costs or expenses (including attorneys' and professional fees and other expenses of litigation and/or arbitration) (each a "Liability") resulting from a claim, suit or proceeding made or brought by a third party against a Medarex Indemnitee, arising from or occurring as a result of (i) any breach of the representations and warranties set forth in Section 10.2, (ii) the practice by EOS of any right granted herein, or (iii) any development, testing, manufacture, importation, use, offer for sale, sale or other distribution of any Product by EOS or its Affiliates or Sublicensees (including, without limitation, product liability and patent infringement claims), except in each case to the extent caused by the negligence or willful misconduct of Medarex.
Sample 1
EOS. We are proposing to use Econolite’s EOS, the next-generation traffic controller firmware/software developed for the Cobalt and other properly configured ATC controllers. EOS features improved usability with a redesigned user interface and traffic control algorithms. EOS was founded upon the rich set of NTCIP 1202 and Econolite proprietary traffic control features, and provides an expansion of traffic control capabilities, while focusing upon simplicity and ease-of-use. This software provides a timely preparation for the forthcoming demands of Connected Vehicle traffic control systems. Econolite EOS’ user interface has been designed to maximize usability of traditional displays, as well as incorporating a new web user interface that includes a virtual suitcase tester. EOS can be accessed via a network interface, which can be local or remote, wired or wireless, and allows monitoring or programming of the controller through any web-enabled device, including smart phone, tablet, laptop, or desktop computer. EOS’ new leading-edge features and enhancements also include: • User Security login for field access management • Android phone and mobile device support • Key navigation across the UI for touch-less management • Key shortcut (SpFn + Main) to switch to classic UI • Quicker navigation and faster loading of content • Robust architecture • Support for all cabinet types EOS has improved real-time decision-making, allowing dynamic changes to nearly all features and timing ‘on- the-fly.’ EOS supports the configuration of phase and overlap timing in predefined tables that can be swapped to meet immediate needs. Dynamic-sequencing is achieved by updating prior phase-next selections at the end of a red clearance and even allows phase-sequence swaps in the middle of active phase timing. EOS features a brand-new coordinator design, enabling immediate coordination decisions rather than awaiting a cycle endpoint. This coordinator includes adaptive split balancing using the Purdue GOR/ROR5 metric for phase failure. This coordinator goes a step further by supporting localized adaptive splits. Adaptive splits perform a split re-allocation, balancing splits per the newly published GOR/ROR5 metric. This feature brings many of the operational benefits of adaptive control, without the need for a separate adaptive control system. EOS’ improvements to the core traffic controller operation, enhanced features, and improved usability, helps prepare transportation agencies, cities, ...
Sample 1

Related to EOS

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • Collaboration Management Promptly after the Effective Date, each Party will appoint a person who will oversee day-to-day contact between the Parties for all matters related to the management of the Collaboration Activities in between meetings of the JSC and will have such other responsibilities as the Parties may agree in writing after the Effective Date. One person will be designated by Merck (the “Merck Program Director”) and one person will be designated by Moderna (the “Moderna Program Director,”) together will be the “Program Directors”. Each Party may replace its Program Director at any time by notice in writing to the other Party. Any Program Director may designate a substitute to temporarily perform the functions of that Program Director by written notice to the other Party. The initial Program Directors will be: For Moderna: [***] For Merck: [***]

  • Licensee Licensee represents and warrants that:

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

  • Licensor any Person from whom a Grantor obtains the right to use any Intellectual Property. Lien: any Person’s interest in Property securing an obligation owed to, or a claim by, such Person, whether such interest is based on common law, statute or contract, including liens, security interests, pledges, hypothecations, statutory trusts, reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases, and other title exceptions and encumbrances affecting Property. Lien Waiver: an agreement, in form and substance satisfactory to Collateral Agent, by which (a) for any material Collateral located on leased premises, the lessor waives or subordinates any Lien it may have on the Collateral, and agrees to permit Collateral Agent to enter upon the premises and remove the Collateral or to use the premises to store or dispose of the Collateral; (b) for any Collateral held by a warehouseman, processor, shipper, customs broker or freight forwarder, such Person waives or subordinates any Lien it may have on the Collateral, agrees to hold any Documents in its possession relating to the Collateral as agent for Collateral Agent, and agrees to deliver the Collateral to Collateral Agent upon request; (c) for any Collateral held by a repairman, mechanic or bailee, such Person acknowledges Collateral Agent’s Lien, waives or subordinates any Lien it may have on the Collateral, and agrees to deliver the Collateral to Collateral Agent upon request; and (d) for any Collateral subject to a Licensor’s Intellectual Property rights, the Licensor grants to Collateral Agent the right, vis-à-vis such Licensor, to enforce Collateral Agent’s Liens with respect to the Collateral, including the right to dispose of it with the benefit of the Intellectual Property, whether or not a default exists under any applicable License.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Development Services During the term of this Agreement, the Provider agrees to provide to or on behalf of the Port the professional services and related items described in Exhibit A (collectively, the “Development Services”) in accordance with the terms and conditions of this Agreement. The Provider specifically agrees to include at least one Port representative in any economic development negotiations or discussions in which the Provider is involved concerning (i) a port-related business prospect or (ii) a business transaction which will ultimately require Port involvement, financial or otherwise.

  • Sublicensees Licensee shall have the full right (but not the obligation) to sublicense those rights granted to it under Section 2.1 to a Third Party (a “Sublicensee”); provided, however, that, prior to the payment of the first milestone pursuant to Section 7.2, Licensee may not grant any such sublicense to any contract research organization conducting Clinical Trials of Products or any Third Parties conducting contract Manufacturing activities without Licensee’s prior written notice (at least twenty (20) Business Days in advance) to Lilly, which shall include a description of the rights to be granted and the purpose therefor, the identity of the Third Party and the countries involved, and Lilly’s prior written consent, but such consent shall only be required (i) until such time as Licensee is the holder of record for the Regulatory Materials related to Taladegib and (ii) to the extent such organization is not performing services for Licensee as of the Effective Date; and provided further, that Licensee shall remain responsible for the performance by any of its Sublicensees. With respect to any Sublicensee granted a sublicense to any Commercialization rights hereunder, Licensee shall ensure that each of its Sublicensees accepts in writing all applicable terms and conditions of this Agreement, including the non-compete, reporting, audit, inspection and confidentiality provisions hereunder. Each Sublicensee shall also be prohibited from further sublicensing. For the avoidance of doubt, (a) Licensee will remain directly responsible for all amounts owed to Lilly under this Agreement, and (b) each Sublicensee is subject to the negative and restrictive covenants set forth in Sections 2.3.1 and 2.5, respectively. Licensee hereby expressly waives any requirement that Lilly exhaust any right, power or remedy, or proceed against a subcontractor, for any obligation or performance hereunder prior to proceeding directly against Licensee.

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