Sole Control. CONTRACTOR agrees that anyone employed by CONTRACTOR to fulfill the terms of the Agreement is an employee of CONTRACTOR and remains under CONTRACTOR’s sole direction and control. CONTRACTOR agrees to be responsible for the following with respect to its employees:
(1) Any and all employment taxes or other payroll withholding;
(2) Damages caused by CONTRACTOR’s employees acting within or outside the scope of their duties under the Agreement; and
(3) Determination of the hours to be worked and the duties to be performed by CONTRACTOR’s employees. CONTRACTOR agrees and will inform its employees and subcontractor(s) that there is no right of action against HHSC for any duty owed by CONTRACTOR under the Agreement. CONTRACTOR understands that HHSC does not assume liability for the actions of, or judgments rendered against, the CONTRACTOR, its employees, agents or subcontractors. CONTRACTOR agrees that it has no right to indemnification or contribution from HHSC for any judgments rendered against CONTRACTOR or its subcontractors. HHSC’s liability to the CONTRACTOR’s employees, agents and subcontractors, if any, will be governed by the Texas Tort Claims Act, as amended or modified (Tex. Civ. Pract. & Rem. Code § 101.001 et seq.).
Sole Control. The parties hereto agree that the Secured Party shall have sole “control” (within the meaning of Section 8-106 of the UCC) of the Securities Accounts as of the date hereof, without any additional consent or action by any party whatsoever.
Sole Control. Secured Party shall have sole control over the Securities Account. Securities Intermediary shall not accept any direction, instructions, or entitlement orders with respect to the Securities Account or the Collateral credited thereto from any person other than Secured Party, except as provided in Section 6 and unless otherwise ordered by a court of competent jurisdiction.
Sole Control. If an Indemnitee becomes subject to a third party claim, notice thereof shall be given by the Indemnitee to the Indemnitor as promptly as practicable. Any delay by the Indemnitee in providing such notice shall not limit the Indemnitor's obligations pursuant to this Agreement except to the extent of any losses caused by such delay. To the extent of the portion of the claim for which the Indemnitor is responsible pursuant to this Agreement, the Indemnitor under any of the indemnities set forth in this Agreement shall promptly assume and have sole control of the defense of any such claim and all negotiations for settlement; provided, however, that the Indemnitee may, at its own cost, participate, through its attorneys or otherwise, in such investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnitee shall cooperate, at the cost of the Indemnitor, with the Indemnitor in the investigation, trial and defense of such claim and any appeal arising therefrom. The Indemnitor shall not be obligated to indemnify the Indemnitee under any settlement made without the Indemnitor's consent or in the event the Indemnitee fails to reasonably cooperate (at the Indemnitor's expense) in the defense of any such claim. The Indemnitor shall have no authority to make any admission on behalf of the Indemnitee or enter into any agreement imposing an affirmative obligation on the Indemnitee without the Indemnitee's prior written consent.
Sole Control. To the extent of the portion of the Claim pertaining to its own properties, the Indemnitor under any of the indemnities set forth in this Section 21 shall have sole control of the defense of any such claim and all negotiations for settlement.
Sole Control. It is understood and hereby accepted and agreed by the Account Bank and the Borrower that, without prejudice to the provisions of Section 6, the Project Accounts shall at all times be operated pursuant to the Instructions of the Borrower and or, as the case may be, the Agent, as provided herein.
Sole Control. Genentech, in its sole discretion and expense, may Prosecute and Maintain Patents covering Genentech Collaboration Technology.
Sole Control. Subject to Sections 4.4, 4.5 and 5.3, the Financial Institution agrees that it will take all instruction with respect to the Blocked Account solely from the Collateral Trustee.
Sole Control. The Controller shall have sole responsibility for the accuracy, quality, and use of the Personal Data of its patients and staff to comply with legal guidelines. The Controller acknowledges, warrants, and affirms that its use of the Services will not violate the rights of any Data Subject, including the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data to the extent applicable under any consumer privacy laws as set forth here or as may be disclosed or other similar regulatory requirements. To the extent that there is a violation of any privacy or other rights of a Data Subject, Controller agrees to indemnify, insure, and defend Processor against any claim a Data Subject may make against Processor.
Sole Control. The Account shall be subject to the sole control of the Secured Party, and the Pledgor shall not have any right of withdrawal or any right to deliver instructions to the Bank, except as otherwise provided in Section 4. Except as otherwise provided in Section 4, the Bank shall not accept any instructions from the Pledgor and shall only accept instructions from the Secured Party.
