Lilly’s Obligation Sample Clauses

Lilly’s Obligation. Except to the extent such Damages are due to negligence, gross negligence or willful misconduct by APBI Holdings, GenuPro, or their officers, directors, employees or agents, Lilly shall defend, indemnify and hold harmless APBI Holdings, GenuPro, and their respective officers, directors, employees and agents against any and all Damages resulting from or arising out of any breach of: (i) any breach of any representation or warranty made by Lilly in this Agreement or any document executed in connection herewith; (ii) the handling, possession, development, marketing, distribution, promotion, sale or use of Product or Compound by Lilly; (iii) any product liability or other claim arising out of any allegation of injury caused by any person’s use of Product or Compound, which Product or Compound is distributed or sold by Lilly or its sublicensees, agents or contractors; (iv) the exercise of any right(s) under the Licensed Patents or GenuPro Know-How, GenuPro Improvements or GenuPro Manufacturing Know-How, by Lilly or its sublicensees; or (v) Lilly’s failure to comply in all material respects with Applicable Laws in connection with the performance of its obligations or the exercise of its rights hereunder.
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Lilly’s Obligation. Except to the extent such Damages are due to negligence, gross negligence or willful misconduct by CoLucid, its Affiliates or their officers, directors, employees or agents, Lilly shall defend, indemnify and hold harmless CoLucid, its Affiliates and their officers, directors, employees and agents against any and all Damages incurred by any of them resulting from or arising out of: (i) any material breach of any representation or warranty made by Lilly in this Agreement; (ii) any activities conducted by or on behalf of Lilly with respect to rights reserved under Section 2.2; (iii) the exercise of any right(s) under the CoLucid Technology by Lilly or its Affiliates pursuant to Section 11.3(c); (iv) the exercise by Lilly of any right(s) under the Licensed Patents or Lilly Know-How prior to the Closing Date; and (v) the handling, possession, development, manufacture or use of Compound prior to the Closing Date.
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Lilly’s Obligation. Lilly shall defend, indemnify and hold harmless Company, its Affiliates and their officers, directors, employees and agents against any and all Damages incurred by any of them resulting from or arising out of: (i) any material breach of any representation, warranty, covenants or agreement made by Lilly in this Agreement; (ii) the exercise of any right(s) under the Lilly Licensed Technology by Lilly prior to the Effective Date; or (iii) the handling, possession, development, manufacture or use of any Compound or Modified Compound by Lilly prior to the Effective Date. Notwithstanding the foregoing provisions of this Section 9.1(b), Lilly shall not be required to indemnify Company or its Affiliates or their officers, directors, employees and agents pursuant to this Section 9.1(b) against any Damages to the extent that (1) such Damages result from or arise out of Company’s material breach of any of its obligations under this Agreement or any of its representations or warranties under this Agreement or (2) such Damages result from or arise out of the negligence or willful misconduct of Company or its Affiliates or their officers, directors, employees or agents.
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Lilly’s Obligation. Subject to Sections 10.5 and 10.6, Lilly will defend, indemnify, and hold harmless Amylin, Amylin’s Affiliates, and the respective directors, officers, shareholders, employees, and agents of Amylin and Amylin’s Affiliates (“Amylin Indemnitees”), from and against any and all Damages arising from or occurring as a result of a Third Person’s claim, action, suit, judgment, or settlement against an Amylin Indemnitee that is due to or based upon: (i) any breach by Lilly of an obligation, agreement, condition, covenant, representation, or warranty of Lilly under the Collaboration or any Related Agreement or Related Third Party Agreement prior to the Effective Date; or (ii) any negligent or more culpable act or omission of Lilly or a Lilly Affiliate, sublicensee, or contractor or their respective directors, officers, shareholders, employees, and agents prior to the Effective Date related to the Collaboration or any Related Agreement or Related Third Party Agreement, other than a breach otherwise covered by clause (i); (each of the claims set forth in the preceding Section 10.1(a)(i) and (ii) is referred to as an “Amylin Third Person Collaboration Claim”); provided, however, that Lilly will not be obligated to indemnify or hold harmless Amylin Indemnitees from Damages from an Amylin Third Person Collaboration Claim to the extent that such Damages are finally determined to have resulted from (x) the negligent (or more culpable) act or omission of an Amylin Indemnitee or (y) any breach by Amylin of an obligation, agreement, condition, covenant, representation, or warranty of Amylin under the Collaboration or any Related Agreement or Related Third Party Agreement prior to the Effective Date or (z) any act or omission that occurs on or after the Effective Date, and in the case of clause (x) and (y), Damages shall be allocated pro-rata between the Parties based upon the extent to which the actions or omissions giving rise to such Damages are due to or based upon each Party’s relative negligence or culpability.
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Lilly’s Obligation. Lilly shall defend, indemnify and hold harmless Cardiome, its officers, directors, employees, agents, Affiliates, sublicensees, distributors, and resellers (“Cardiome Indemnitees”) against any and all Damages resulting from or arising out of: 16.2.1 the negligence or intentional misconduct of Lilly or the Lilly Indemnitees in connection with the subject matter of this Agreement, 16.2.2 the material breach by Lilly of any representation, warranty or covenant under this Agreement, 16.2.3 Lilly’s Compound-related activities prior to the Effective Date, and 16.2.4 the making, using or selling of Products by Lilly or its sublicensees (including claims, demands, actions or other proceedings based on strict liability) prior to the Effective Date, and 16.2.5 manufacture, use, sale, offer for sale or importation of Product by Lilly or its sublicensees that infringed or otherwise violated the intellectual property rights of a Third Person prior to the Effective Date, in each case except to the extent attributable to: 16.2.6 a material breach by Cardiome of any term, condition or representation in this Agreement; 16.2.7 the negligence or wilful misconduct by Cardiome or the Cardiome Indemnitees; or 16.2.8 any other action for which Cardiome is responsible to indemnify Lilly under Section 16.1. Lilly’s obligation to defend indemnify and hold harmless shall include, but not be limited to, claims, demands, costs or judgments whether for money damages or equitable relief by reason of alleged personal injury (including death) to any Person or alleged property damage.
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Lilly’s Obligation. Except to the extent such Damages are due to gross negligence or willful misconduct by Neurogenetics, its Affiliates or their officers, directors, employees or agents, Lilly shall defend, indemnify and hold harmless Neurogenetics, its Affiliates and their officers, directors, employees and agents against any and all Damages incurred by any of them resulting from or arising out of: (i) any material breach of any representation or warranty made by Lilly in this Agreement; (ii) any Third Person claim or action regarding any activities conducted by or on behalf of Lilly with respect to rights reserved under Section 2.2 or any practice or use of the Licensed Patents or Lilly Know-How outside of the scope of the license granted to Neurogenetics under this Agreement by Lilly or its Affiliates or sublicensees; (iii) any Third Person claim or action regarding the exercise of any right(s) under the Neurogenetics Technology by Lilly or its Affiliates or sublicensees pursuant to Section 10.3(c); or (iv) any Third Person claim or action regarding any activities with respect to Compound conducted by Lilly and its Affiliates prior to the Effective Date.
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Lilly’s Obligation. Except to the extent an action as described below involves gross negligence or willful misconduct by Adolor, its officers, directors, employees and/or agents, Lilly shall defend Adolor, its officers, directors, employees and/or agents against any and all third-party claims, suits, actions or proceedings (including claims alleging personal injury (including death) to any Person or damage to tangible property) resulting from or arising out of: [**]. In addition, Lilly shall indemnify and hold harmless Adolor, its officers, directors, employees and/or agents from and against any and all Damages arising out of any such claims. [**] = Certain information on this page has been omitted and filed separately with the Securities & Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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Lilly’s Obligation. Except to the extent an action as described below involves gross negligence or willful misconduct by ADOLOR, its officers, directors, employees and/or agents, LILLY shall defend ADOLOR, its officers, directors, employees and/or agents against any and all third-party claims, suits, actions or proceedings (including, without limitation, claims alleging personal injury (including death) to any Person or damage to tangible property) resulting from or arising out of any material misrepresentation, breach of warranty or non-fulfillment of any agreement or covenant on the part of LILLY under this Agreement, or from any material misrepresentation in or omission from any certificate, schedule, attachment, exhibit, statement, document or instrument supplied by LILLY pursuant hereto or in connection herewith, or LILLY's activities as contemplated under this Agreement. In addition, LILLY shall indemnify and hold harmless ADOLOR, its officers, directors, employees and/or agents from and against any and all Damages arising out of any such claims.
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Lilly’s Obligation. Subject to Sections 10.5 and 10.6, Lilly will defend, indemnify, and hold harmless the Amylin Indemnitees from and against any and all Damages arising from or occurring as a result of a Third Person’s claim, action, suit, judgment, or settlement against an Amylin Indemnitee that is due to or based upon: (i) any breach by Lilly of an obligation, agreement, condition, covenant, representation, or warranty of Lilly under this Agreement or any of the Ancillary Agreements; (ii) subject to sub-clause (iii) below, any gross negligent or more culpable act or omission of Lilly or a Lilly Affiliate, sublicensee, or contractor or their respective directors, officers, shareholders, employees, and agents related to this Agreement or any of the Ancillary Agreements, other than a breach otherwise covered by clause (i); or (iii) solely with respect to Lilly’s Commercialization and Development of, and safety/pharmocovigilance obligations with respect to, Exenatide Products and Exenatide Suspension Products in a country in the Territory during the period from the Effective Date until the earlier of the applicable Country Transition Date with respect to such country and the Transition Completion Date, any negligent or more culpable act or omission of Lilly or a Lilly Affiliate, sublicensee, or contractor or their respective directors, officers, shareholders, employees, and agents related to this Agreement or any of the Ancillary Agreements, other than a breach otherwise covered by clause (i) (each of the claims set forth in the preceding Section 10.2(a)(i) - (iii) is referred to as an “Amylin Third Person Indemnification Claim”); provided, however, that (x) Lilly will not be obligated to indemnify or hold harmless Amylin Indemnitees from Damages from an Amylin Third Person Indemnification Claim to the extent that such Damages are finally determined to have resulted from (1) the negligent (or more culpable) act or omission of an Amylin Indemnitee or (2) any breach by Amylin of an obligation, agreement, condition, covenant, representation, or warranty of Amylin under this Agreement or any of the Ancillary Agreements or (3) any act or omission that occurred prior to the Effective Date, and in the case of clause (1) and (2), Damages shall be allocated pro-rata between the Parties based upon the extent to which the actions or omissions giving rise to such Damages are due to or based upon each Party’s relative negligence or culpability and (y) in no event will Lilly’s obligation t...
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Related to Lilly’s Obligation

  • Company’s Obligation Each RSU represents the right to receive a Share on the vesting date. Unless and until the RSUs vest, the Employee will have no right to receive Shares under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

  • City’s Obligations A. Following the execution of this Agreement, the CITY shall begin efforts to implement the activities described in Article I of this Agreement. The failure by the CITY to develop and implement the activities described in Article I of this Agreement shall constitute a breach of this Agreement. The CITY understands and agrees that, in the event termination of this Agreement by CITY, or pursuant to Article V of this Agreement, the CITY shall reimburse the IDC the full amount of money paid by the IDC to the CITY. B. In accordance with Chapter 2264 of the Texas Government Code, the CITY agrees not to knowingly employ an undocumented worker. During the term of this Agreement, the CITY shall notify the IDC of any complaint brought against CITY alleging that it has employed undocumented workers. If the CITY, or any branch, division or department of the CITY is convicted of a violation under 8 U.S.C. Section 1324a (f), the total amount of economic development grants it has received, together with interest at the rate of five percent (5%), shall be repaid by the CITY to the IDC not later than the one hundred twentieth (120th) day after the date the IDC becomes aware of and notifies the CITY of the violation. The CITY shall not be liable for a violation of Chapter 2264 by a subsidiary, affiliate, or franchisee, or by any person with whom the CITY contracts. The CITY shall reimburse the IDC the required amount within thirty (30) days of the termination of this Agreement. The CITY further certifies that CITY is following Texas Government Code Chapter 2252 (foreign terrorist organizations prohibited), Texas Government Code Chapter 2270 (boycott-Israel), and Texas Government Code Chapter 2274, (boycotts-energy company; discrimination – firearms entity or trade association). C. The CITY shall keep and maintain complete and accurate records relating to its hiring and employment of persons, which is separate and identifiable from its other records, and shall make such records available for not less than three (3) years following termination of this Agreement. The IDC and its representatives shall be entitled to inspect said records during the term of this Agreement and for three (3) years thereafter, upon reasonable notice to the CITY. The CITY’s failure to comply with this provision will constitute a breach of the Agreement.

  • Company’s Obligations The Company shall provide Executive with any and all necessary or appropriate current financial information and access to current information and records regarding all material transactions involving the Company, including but not limited to acquisition of assets, personnel contracts, dispositions of assets, service agreements and registration statements or other state or federal filings or disclosures, reasonably necessary for Executive to carry out Executive's duties and responsibilities hereunder. In addition, the Company agrees to provide Executive, as a condition to Executive's services hereunder, such staff, equipment and office space as is reasonably necessary for Executive to perform Executive's duties hereunder.

  • Authority’s Obligations Save as otherwise expressly provided, the obligations of the Authority under the Contract are obligations of the Authority in its capacity as a contracting counterparty and nothing in the Contract shall operate as an obligation upon, or in any other way xxxxxx or constrain the Authority in any other capacity, nor shall the exercise by the Authority of its duties and powers in any other capacity lead to any liability under the Contract (howsoever arising) on the part of the Authority to the Contractor.

  • The Company’s Obligations 3.1 The Company undertakes that it shall: a. use all best endeavours to promote and maximise the sales of Products in accordance with this Agreement; b. sell and distribute Products in a transparent and fair manner and in compliance with Applicable Laws and good industry practice relating to the sale of goods to consumers; and c. honour and be accountable for every Product it purchases and resells. 3.2 The Authorised Reseller undertakes that it will not: a. sell any Products for less than their Face Value; b. acquire Products from any source other than through Global Village; c. sell and/or list Products, nor allow the sale and/or listing of Products, to any person or entity that the Company has reason to believe will or may re-sell Products or use Products for promotional or other commercial purposes, including but not limited to, listing the Products on any online or coupon discount distributors either directly or via its business to business reseller network, without Global Village’s prior written consent; d. offer or exploit Products in any way in connection with the solicitation of contributions or donations; e. alter, make any addition to, or tamper with, entry tickets, including to obscure or change the Face Value; f. advertise or carry anything that has any reference to gambling or sexual, salacious, racist and/or non-Islamic values, is offensive to public morals and sentiments, may create controversial issues or is not morally or legally acceptable. Where, in the opinion of Global Village, any material is to contravene this Clause 3.2(f), the Company must immediately remove, or procure the removal of, such material from display and distribution; g. use, within the UAE market, any keywords relating to or associated with any of the Park or Programme on any online search engine including but not limited to Google for the purposes of advertising or otherwise. 3.3 Without limiting any of its obligations under this Agreement, the Company shall, and shall ensure its re-sellers, notify and procure the agreement of each purchaser (and holder) of the Products that: a. the Programme and admission is reserved for families on Family Day; b. Products are single-use, non-refundable, non-transferrable and non-resaleable; c. Global Village can deny admission or remove visitors from the Park or the Programme for any reason in its sole discretion; d. Global Village can extend or cancel the Park opening during the Programme for reason; e. that the rights and remedies in respect of the promotion, sale, purchase and redemption of Products are exclusively against the Company, with no right or remedy against Global Village or its affiliates. The Company shall further promptly inform each end user of the Products of any update affecting the Programme and any facility or attraction in them which is communicated to the Company by Global Village. Under no circumstances will Global Village or its affiliates be responsible to the Company for any refunds, partial or full, if the Programme or any facility or attraction in any of the Programme or the Park is unavailable for any reason whatsoever; and f. entry into the Park and all Products are subject to Global Village’s Terms and Conditions (as stated in Schedule 2 relating to the Programme), as may be unilaterally updated by Global Village from time to time. 3.4 The Company will provide all Marketing to Global Village at its own expense. No marketing may be undertaken by the Company without the prior consent of Global Village. 3.5 The Company will ensure that their tourist packages are managed with the highest level of care, skill and diligence in accordance with best practice in the Company's industry. 3.6 The Company will ensure that the Products do not infringe the Intellectual Property Rights of Global Village or any third party. 3.7 Breach of Clause 3 shall be considered as a material breach of this Agreement.

  • Company’s Obligation to Pay Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Sections 3 or 4, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Units will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Any Restricted Stock Units that vest in accordance with Sections 3 or 4 will be paid to Participant (or in the event of Participant’s death, to his or her estate) in whole Shares, subject to Participant satisfying any applicable tax withholding obligations as set forth in Section 7. Subject to the provisions of Section 4, such vested Restricted Stock Units shall be paid in whole Shares as soon as practicable after vesting, but in each such case within the period sixty (60) days following the vesting date. In no event will Participant be permitted, directly or indirectly, to specify the taxable year of the payment of any Restricted Stock Units payable under this Award Agreement.

  • Licensors Obligations 4.5.1. Xxxxx the Licensee the right to use the intellectual property (the Service) as in the Agreement. Ensure 24/7 availability of the Service, apart from preventive maintenance time. 4.5.2. Keep confidential any information, materials, documents which become available to the Licensee in the course of performance of this Agreement. 4.5.3. Duly publish the official messages (documents) related to the right to use the Service.

  • Termination of Company's Obligations Except as otherwise provided in this Section 8.01, the Company may terminate its obligations under the Notes and this Indenture if: (i) all Notes previously authenticated and delivered (other than destroyed, lost or stolen Notes that have been replaced or Notes that are paid pursuant to Section 4.01 or Notes for whose payment money or securities have theretofore been held in trust and thereafter repaid to the Company, as provided in Section 8.05) have been delivered to the Trustee for cancellation and the Company has paid all sums payable by it hereunder; or (A) the Notes mature within one year or all of them are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption, (B) the Company irrevocably deposits in trust with the Trustee during such one-year period, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee, as trust funds solely for the benefit of the Holders for that purpose, money or U.S. Government Obligations sufficient (in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee), without consideration of any reinvestment of any interest thereon, to pay principal, premium, if, any, and interest on the Notes to maturity or redemption, as the case may be, and to pay all other sums payable by it hereunder, (C) no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit, (D) such deposit will not result in a breach or violation of, or constitute a default under, this Indenture or any other agreement or instrument to which the Company is a party or by which it is bound and (E) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the satisfaction and discharge of this Indenture have been complied with. With respect to the foregoing clause (i), the Company's obligations under Section 7.07 shall survive. With respect to the foregoing clause (ii), the Company's obligations in Sections 2.02, 2.03, 2.04, 2.05, 2.06, 2.07, 2.08, 2.09, 2.14, 4.01, 4.02, 7.07, 7.08, 8.04, 8.05 and 8.06 shall survive until the Notes are no longer outstanding. Thereafter, only the Company's obligations in Sections 7.07, 8.05 and 8.06 shall survive. After any such irrevocable deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company's obligations under the Notes and this Indenture except for those surviving obligations specified above.

  • HIRER’S OBLIGATIONS a) The Hirer acknowledges having received the Vehicle in a clean condition, with a full fuel tank and full bottle of gas (if applicable). The Hirer will return the Vehicle in a clean condition with a full fuel tank and a full bottle of gas (if applicable, and subject to any pre-purchase fuel and/or pre- purchase gas option being taken), on the Return Date at the time and at the Return Point set out in the Rental Agreement. b) The Hirer must ensure that all reasonable care is taken in handling and parking the Vehicle and that it is left securely locked when not in use. c) The Hirer must ensure that the recommended levels are maintained with respect to the water in the radiator and battery, the oil and the tyre pressures of the Vehicle. d) Smoking and/or animals (excluding registered guide or assistance dogs) are not permitted in the Vehicle at any time. If this condition is breached, the Hirer must pay to JUCY a cleaning fee determined by JUCY in its reasonable opinion and being not more than $250. e) The Hirer must ensure that all Authorised Drivers comply with, and all Authorised Drivers shall be bound by, these terms and conditions and all Authorised Drivers must carry their driver’s licence with them when driving the Vehicle. f) In the event of any new damage to the Vehicle, the Hirer must notify JUCY of the full circumstances of the damage as soon as practicable (being not more than 48 hours) from the time the Hirer has knowledge of the damage. g) If there is an equipment defect or mechanical failure of the Vehicle during the Term of Hire, the Hirer must notify JUCY as soon as practicable, and in any event within 48 hours, from the time the Hirer has knowledge of the defect or failure to give JUCY the opportunity to rectify the problem during the Term of Hire. JUCY does not accept liability for any claims submitted after this period. h) The Hirer must ensure that a copy of this Agreement is kept in the Vehicle throughout the Term of Hire and produced without delay for inspection on demand by an enforcement officer i) The Hirer shall not: i) drive or use the Vehicle (or permit the Vehicle to be driven or used) otherwise than in a prudent and cautious manner. For the purposes of these terms and conditions, a single Vehicle rollover shall be considered a breach of this clause 6(i) unless the Stress Free Plus excess reduction has been taken out;

  • CONDITIONS OF THE COMPANY'S OBLIGATION TO SELL The obligation hereunder of the Company to issue and sell the Securities to the Investor is further subject to the satisfaction, at or before each Closing Date, of each of the following conditions set forth below. These conditions are for the Company's sole benefit and may be waived by the Company at any time in its sole discretion. (A) The Investor shall have executed this Agreement and the Registration Rights Agreement and delivered the same to the Company. (B) The Investor shall have delivered to the Company the Purchase Price for the Securities being purchased by the Investor between the end of the Pricing Period and the Closing Date via a Put Settlement Sheet (hereto attached as Exhibit D). Immediately after receipt of confirmation of delivery of such Securities to the Investor, the Investor, by wire transfer of immediately available funds pursuant to the wire instructions provided by the Company, will disburse the funds constituting the Purchase Amount. (C) The representations and warranties of the Investor shall be true and correct in all material respects as of the date when made and as of the applicable Closing Date as though made at that time and the Investor shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by the Equity Line Transaction Documents to be performed, satisfied or complied with by the Investor on or before such Closing Date. (D) No statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by any court or governmental authority of competent jurisdiction which prohibits the consummation of any of the transactions contemplated by this Agreement.

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