In consideration of the Buyer's execution and delivery of the Transaction Documents and acquiring the Securities hereunder and in addition to all of the Company's other obligations under the Transaction Documents, the Company shall defend, protect, indemnify and hold harmless the Buyer and all of its affiliates, shareholders, officers, directors, employees and direct or indirect investors and any of the foregoing person's agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the "Indemnitees") from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys' fees and disbursements (the "Indemnified Liabilities"), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, or (c) any cause of action, suit or claim brought or made against such Indemnitee and arising out of or resulting from the execution, delivery, performance or enforcement of the Transaction Documents or any other certificate, instrument or document contemplated hereby or thereby, other than with respect to Indemnified Liabilities which directly and primarily result from the gross negligence or willful misconduct of the Indemnitee. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities which is permissible under applicable law.
In consideration of and as a condition of the Employer employing the Employee and the Employer providing the Confidential Information to the Employee in addition to other valuable consideration, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
In consideration of. Both Parties are joined by similar interests and objectives both, academically and culturally. That joint efforts in the areas of instruction, investigation and extension of technology and related sciences are necessary in order to contribute with the economical and social improvement of their nations as well as to bring them together. That due to their mission and objectives, universities shall look forward to establish appropriate communication channels that will allow scientific, technological and cultural exchanges. That both Parties are committed to similar objectives in areas that promote research, instruction and cultural diffusion. That both Parties are legally empowered to established cooperative agreements. We accede to establish a collaborative Agreement subject to the following stipulations: FIRST: The objective of this Agreement is to install the basis for a reciprocal cooperation that will allow the promotion and development of activities of mutual interest, such as faculty and student exchanges, research projects, as well as the exchange of academic and/or other information of mutual interest.
In consideration of. Borrower furnishing --------------- Confidential Information(as defined below) to the Banks, the Arranger, the Administrative Agent, the Syndication Agent and the Documentation Agents, (collectively, the "Recipients") and their respective directors, officers and employees (collectively, the "Representatives"), each Recipient agrees for itself that:
In consideration of the foregoing recitals and the mutual promises and covenants contained herein, Landlord and Tenant agree as follows:
In consideration of. 3.1.1. creating the Bespoke Model, the Customer shall pay to VUCITY the Bespoke Model Fee, within 30 days of receiving an invoice for the same. VUCITY shall invoice the Customer for the Bespoke Model Fee on or after the Customer’s order for the Bespoke Model; and
In consideration of and as a condition of the Members entering into this Agreement and other valuable consideration, the receipt and sufficiency of which is acknowledged, the Members agree as follows:
In consideration of. BEING ALLOWED TO USE CAMELBACK’S FACILITIES, I AGREE THAT I WILL NOT XXX XXXXXXXXX AND WILL RELEASE CAMELBACK FROM ANY AND ALL LIABILITY IF I OR ANY MEMBER OF MY FAMILY IS INJURED WHILE USING ANY OF THE CAMELBACK FACILITIES OR WHILE BEING PRESENT AT THE FACILITIES, EVEN IF I CONTEND THAT SUCH INJURIES ARE THE RESULT OF NEGLIGENCE, INCLUDING GROSS NEGLIGENCE, SOLE OR JOINT, OR ANY OTHER IMPROPER CONDUCT FOR WHICH A RELEASE IS NOT CONTRARY TO PUBLIC POLICY, ON THE PART OF CAMELBACK. I FURTHER AGREE THAT I WILL INDEMNIFY AND HOLD HARMLESS CAMELBACK FROM ANY LOSS, LIABILITY, DAMAGE OR COST OF ANY KIND THAT MAY OCCUR AS THE RESULT OF ANY INJURY TO MYSELF, TO ANY MEMBER OF MY FAMILY OR TO ANY PERSON FOR WHOM I AM SIGNING THIS AGREEMENT, EVEN IF IT IS CONTENDED THAT SUCH INJURIES ARE THE RESULT OF NEGLIGENCE, SOLE OR JOINT, INCLUDING GROSS NEGLIGENCE, OR ANY OTHER IMPROPER CONDUCT FOR WHICH A RELEASE IS NOT CONTRARY TO PUBLIC POLICY, ON THE PART OF CAMELBACK. I FURTHER ACKNOWLEDGE THAT THIS AGREEMENT EXTENDS TO MY PRESENCE AT CAMELBACK PURSUANT TO ALL COMPLIMENTARY, PURCHASED, TRADES, EMPLOYEE DISCOUNTED AND VOLUNTEER DISCOUNTED TICKETS OR ANY OTHER TICKETS, PASSES, OR CARDS, PROMOTIONAL OR OTHERWISE THAT I HAVE OR MAY OBTAIN.
In consideration of. 1.1.1 the License Fee; and
In consideration of. (i) The past and future cooperation of Rolls-Royce as described in part A below and
