Xx General Sample Clauses

Xx General. The Parties shall be entitled to the benefits secured to them under this Settlement Agreement. The Parties have entered into this Settlement Agreement in consideration of the inherent mutual benefits, including, but not limited to: 3.1.1. avoiding the cost, uncertainty, and harm to relationships that would result from protracted litigation; 3.1.2. ensuring that the waters of the Taos Valley Stream System are managed for their present and future well-being; and 3.1.3. protecting the waters of the Taos Valley Stream System for cultural, irrigation, livestock, municipal, industrial, commercial, and domestic uses as well as enhancement of the natural environment.

Xx General. During the Term and until the one (1)-year anniversary following Executive’s termination of employment with the Company (the “Restriction Period”), Executive shall not directly or indirectly (i) invest or otherwise take advantage of any New Business Opportunity in the Area of Interest, (ii) engage in any other activity or take any other employment in either case relating to, or competing with, the Business in the Area of Interest, (iii) perform services in the Area of Interest for third parties that are competitive with the Business (“Competitive Services”), (iv) induce or solicit employees, salesmen, agents, consultants, distributors, representatives or advisors to terminate or reduce their relations with the Company and its Affiliates, (v) induce or solicit customers or suppliers of the Company and its Affiliates to terminate or reduce their business relations with the Company and its Affiliates, (vi) induce or solicit any investors in connection with any (A) New Business Opportunity in the Area of Interest or (B) business that engages or participates in the Business in the Area of Interest or that performs Competitive Services or (vii) own, operate, advise, manage, carry on, establish, acquire control of, invest in or have an interest (in the capacity of a shareholder, ​ ​ partner, principal, consultant, or any other relationship or capacity) in or otherwise be engaged or affiliated with, any business that engages or participates in the Business in the Area of Interest or that performs Competitive Services. ​

Xx General. Intel shall indemnify Mobileye, each Mobileye Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any and all Taxes for which Intel or any Intel Affiliate is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and costs, that is attributable to, or results from, the failure of Intel, any Intel Affiliate or any director, officer or employee to make any payment required to be made under this Agreement. Mobileye shall indemnify Intel, each Intel Affiliate, and their respective directors, officers and employees, and hold them harmless from and against any and all Taxes for which Mobileye or any Mobileye Affiliate is liable under this Agreement and any loss, cost, damage or expense, including reasonable attorneys’ fees and ​ ​ costs, that is attributable to, or results from, the failure of Mobileye, any Mobileye Affiliate or any director, officer or employee to make any payment required to be made under this Agreement.

Xx General. All disputes, controversies and claims arising between you and the Company concerning the subject matter of this Award Agreement or the Plan shall be settled by arbitration in accordance with the rules and procedures of the American Arbitration Association in effect at the time that the arbitration begins, to the extent not inconsistent with this Award Agreement or the Plan. The location of the arbitration shall be Greensboro, North Carolina or such other place as the parties to the dispute may mutually agree. In rendering any award or ruling, the arbitrator or arbitrators shall determine the rights and obligations of the parties according to the substantive and procedural laws of the State of Delaware. The arbitration shall be conducted by an arbitrator selected in accordance with the aforesaid arbitration procedures. Any arbitration pursuant to this Section 11(a) shall be final and binding on the parties, and judgment upon any award rendered in such arbitration may be entered in any court, Federal or state, having jurisdiction. The parties to any dispute shall each pay their own costs and expenses (including arbitration fees and attorneys’ fees) incurred in connection with arbitration proceedings and the fees of the arbitrator shall be paid in equal amounts by the parties. Nothing in this Section 11(a) shall preclude you or the Company from seeking temporary injunctive relief from any Federal or state court located within the County of Guilford, North Carolina in connection with or as a supplement to an arbitration hereunder.

Xx General. IICO agrees to act as investment adviser to each Fund with respect to the investment of its assets and in general to supervise the investments of each Fund, subject at all times to the direction and control of the Board of Trustees of the Trust, all as more fully set forth herein.

Xx General. PDNC will incur various costs and expenses in performing computer services under this agreement. You agree to pay for those costs and expenses in addition to the hourly fees.

Xx General. Company warrants that the Services and the Platform shall also not, infringe any patent, trademarks, copyright, or other proprietary right of any third party.

Xx General. Subject to the terms and conditions set forth in this Agreement, Company, upon execution of this Agreement, grants Customer a limited, non-exclusive, non- transferable, non-sublicensable license to use the Platform during the Term, solely for the operation of the Portal (the “License”). The Platform is provided under a license; not sold. Except for the rights expressly granted by Company to Customer in this Agreement, there are no other licenses granted to Customer whether expressed or implied, and Company reserves all rights, title, and interest in and to the Platform including but not limited to the rights to modify the Platform.

Xx General. We will send a bill to you as soon as possible after the end of each billing cycle. We will send the bill: (a) to you at the address nominated by you; or (b) to a person authorised in writing by you to act on your behalf at the address specified by you. (a) if you notify us there has been a change of use—from the date of notification; or (b) if you have not notified us of the change of use—retrospectively from the date the change of use occurred.

Xx General. At its option and sole expense, the indemnifying Party may assume the control of the defense of any Third Party Claim by giving written notice to the Indemnified Party within [***] days after the indemnifying Party’s receipt of an Indemnification Claim Notice provided that the indemnifying Party has agreed to be fully responsible for all Losses relating to such claims to the extent provided in Section 12.1 or Section 12.2, as applicable. Upon assuming the defense of a Third Party Claim, the indemnifying Party shall have sole power to control the defense and, subject to Section 12.4.3, settlement of such Third Party Claim and sole power to appoint and control the retention of lead counsel for the defense of such Third Party Claim. If the indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 12.4.2, the indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim unless the incurring of those expenses were specifically requested in writing by the indemnifying Party.