Indemnity; Enforcement Sample Clauses

Indemnity; Enforcement. Buyer agrees to indemnify and hold harmless Consultant from any damage, loss, cost or liability (including, without limitation, actual damages, consequential damages, legal fees and the costs of enforcing this indemnity) arising out of or resulting from any unauthorized use or disclosure by the Buyer and the Accepting Parties of any Evaluation Material. Accordingly, the Parties agree that, in the event of any breach, threatened breach or other violation of this Agreement by the Parties and the Accepting Parties, in addition to any other remedies at law or in equity they may have, shall each be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relief and specific performance.
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Indemnity; Enforcement. AIMCO covenants and agrees to assign and cause each of its Subsidiaries (after giving effect to the Merger) to assign to SpinCo (or any of the Spin Off Entities) at the Effective Time (i) the right to assert, prosecute and enforce, at SpinCo's expense, the indemnification and related provisions of, and the other remedies available with respect to, the Acquisition Documents in the name of the Surviving Corporation (as successor to IFG ) and each of its Subsidiaries (after giving effect to the Merger) with respect to any claim as to which any AIMCO Indemnitee (as defined in the Indemnification Agreement) asserts against SpinCo under the Indemnification Agreement and (ii) any amounts recovered by SpinCo pursuant to the assertion, prosecution and enforcement of any of such indemnification provisions or other remedies by SpinCo under the Acquisition Documents. The parties hereto agree that the partial assignment by AIMCO and its Subsidiaries will allow AIMCO and its Subsidiaries to preserve their rights (i) to assert, prosecute and enforce, at AIMCO's expense, the indemnification and related provisions of, and the other remedies available with respect to, the Acquisition Documents in the name of the Surviving Corporation (as successor to IFG) and each of its Subsidiaries (after giving effect to the Merger) with respect to any claim the Surviving Corporation or any Subsidiary of the Surviving Corporation (after giving effect to the Merger) may have pursuant to the Acquisition Documents and (ii) to any amounts recovered by them pursuant to the assertion, prosecution and enforcement of any of such indemnification provisions or other remedies under the Acquisition Documents (to the extent not
Indemnity; Enforcement. Advertiser will indemnify Publisher and/or any Vendor, along with their respective parent(s), affiliates and distributors, and their directors, officers, employees and agents, for any breach of these provisions in the manner set forth in Article 5 of the General Terms. Publisher reserves the right, but not the obligation, to suspend Advertiser’s use of any Services, without notice to Advertiser, if Advertiser violates any of the foregoing prohibitions. Suspension of the Services shall not relieve Advertiser of its indemnity obligations.

Related to Indemnity; Enforcement

  • Severability; Enforcement If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.

  • Expenses of Enforcement The Account Holder and, as the case may be, every Cardmember shall indemnify the Bank in respect of any and all reasonable expenses properly incurred by the Bank in enforcing or attempting to enforce this Agreement including all reasonable legal fees, and disbursements. The Bank shall, on request, provide the Account Holder and, as the case may be, every Cardmember with a breakdown of all expenses he/she is liable to pay under this Clause 26.

  • Law Enforcement 24.1 Each Party may cooperate with law enforcement authorities and national security authorities to the full extent required or permitted by Applicable Law in matters related to Services provided by it under this Agreement, including, but not limited to, the production of records, the establishment of new lines or the installation of new services on an existing line in order to support law enforcement and/or national security operations, and, the installation of wiretaps, trap-and-trace facilities and equipment, and dialed number recording facilities and equipment. 24.2 A Party shall not have the obligation to inform the other Party or the Customers of the other Party of actions taken in cooperating with law enforcement or national security authorities, except to the extent required by Applicable Law. 24.3 Where a law enforcement or national security request relates to the establishment of lines (including, but not limited to, lines established to support interception of communications on other lines), or the installation of other services, facilities or arrangements, a Party may act to prevent the other Party from obtaining access to information concerning such lines, services, facilities and arrangements, through operations support system interfaces.

  • Specific Enforcement Each party hereto acknowledges that the remedies at law of the other parties for a breach or threatened breach of this Agreement would be inadequate and, in recognition of this fact, any party to this Agreement, without posting any bond, and in addition to all other remedies that may be available, shall be entitled to obtain equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy that may then be available.

  • No Enforcement Actions Notwithstanding Section D of Article V, the Custodian shall not be under any duty or obligation to take action, by legal means or otherwise, to effect collection of any amount, if the Securities upon which such amount is payable are in default, or if payment is refused after due demand or presentation, unless and until (i) it shall be directed to take such action by Written Instructions and (ii) it shall be assured to its satisfaction (including prepayment thereof) of reimbursement of its costs and expenses in connection with any such action.

  • GOVERNING LAW & ENFORCEMENT The terms of this Settlement Agreement shall be governed by the laws of the State of California and apply within the State of California. For purposes of this Settlement Agreement only, the Settling Entity stipulates that the Superior Court of California shall have personal jurisdiction over it for the limited and sole purpose of an action to enforce the terms of this Settlement Agreement, brought without joinder of other claims. As an expressed condition of this Settlement Agreement, the Settling Entity waives any exemptions under California Health & Safety Code §25249.6

  • Contract Enforcement Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED TO A, B2, 5-7. Enforcement of Contract and Dispute Resolution Note: NO EXCEPTIONS OR REVISIONS WILL BE CONSIDERED 1) Vendor and DIR agree to the following: (i) a party’s failure to require strict performance of any provision of the Contract shall not waive or diminish that party’s right thereafter to demand strict compliance with that or any other provision, (ii) for disputes not resolved in the normal course of business, the dispute resolution process provided for in Chapter 2260, Texas Government Code, shall be used, and (iii) actions or proceedings arising from the Contract shall be heard in a state court of competent jurisdiction in Xxxxxx County, Texas. 2) Disputes arising between a Customer and the Vendor shall be resolved in accordance with the dispute resolution process of the Customer that is not inconsistent with subparagraph A.1 above. DIR shall not be a party to any such dispute unless DIR, Xxxxxxxx, and Vendor agree in writing. 3) State agencies are required by rule (34 TAC §20.1115) to report vendor performance through the Vendor Performance Tracking System (VPTS) on every purchase over $25,000. 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer

  • Expenses of Enforcement, Etc The Guarantors agree to reimburse the Administrative Agent and the other Holders of Guaranteed Obligations for any reasonable costs and out-of-pocket expenses (including attorneys’ fees) paid or incurred by the Administrative Agent or any other Holder of Guaranteed Obligations in connection with the collection and enforcement of amounts due under the Loan Documents, including without limitation this Guaranty.

  • Security, Enforcement and Limited Recourse (i) Party A agrees with Party B and the Security Trustee to be bound by the terms of the Eighth Issuer Deed of Charge and, in particular, confirms that: (A) no sum will be payable by or on behalf of Party B to it except in accordance with the provisions of the Eighth Issuer Deed of Charge; and (B) it will not take any steps for the winding up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Eighth Issuer Deed of Charge. (ii) In relation to all sums due and payable by Party B to Party A, Party A agrees that it will have recourse only to Eighth Issuer Available Funds, but always subject to the order of priority of payments set out in the Eighth Issuer Cash Management Agreement and the Eighth Issuer Deed of Charge.

  • ADDITIONAL ENFORCEMENT ACTIONS Upon a determination by the Director that there is a threat to the public health or the environment, or upon discovery of any new information, RIDEM reserves the right to take additional enforcement actions as provided by law or regulation, including, but not limited to, the issuance of “Immediate Compliance Orders” as authorized by R.I. Gen. Laws Section 42-17.1- 2(21). This Agreement shall not restrict any right to hearing or other right available by statute or regulation that the Respondents may have regarding any new enforcement action commenced by RIDEM after the execution of this Agreement.

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