Xxxxxx Obligation Sample Clauses

Xxxxxx Obligation a. Both parties warrant that they have full capacity, power and authority to enter into this Agreement and to fulfil their obligations hereunder. b. Both parties warrant to each other that, to the best of their knowledge, there is no legal impediment or pending legal action which may render this agreement invalid or unenforceable. c. Each party shall be responsible for its own expenses arising out of entry into, or performance under this agreement, and neither party shall be obligated, without its prior written consent, to pay any such expenses of the other party. d. Each party shall be responsible for its own insurances including, but not limited to, professional indemnity and public liability.
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Xxxxxx Obligation. IPSEN shall defend, indemnify, and hold harmless ACADIA, its Affiliates and Sublicensees and their respective directors, officers, shareholders, employees and agents (“ACADIA Indemnitees”), from and against any and all liabilities, damages, losses, penalties, fines, costs, interest, and expenses, including, but not limited to reasonable attorney’s fees, incurred by the ACADIA Indemnitees (collectively “ACADIA Losses”) arising from or occurring as a result of a third party’s claim, action, suit, judgment or settlement against an ACADIA Indemnitee that is due to or based upon any material breach of an obligation, a representation or warranty under this Agreement by IPSEN, provided however that, IPSEN shall not indemnify or hold harmless ACADIA Indemnitees from ACADIA Losses to the extent that such ACADIA Losses are finally determined to have resulted from the willful misconduct or gross negligence of an ACADIA Indemnitee.
Sample 1
Xxxxxx Obligation. Xxxxxx agrees to indemnify, defend and hold harmless Merck and its Affiliates and their respective directors, officers, employees and agents from and against all claims, actions, damages, losses, liabilities, costs and expenses (including, without limitation, reasonable expenses of investigation and attorneys fees) arising out of: (i) any failure to pay all Obligations hereunder when due; (ii) any breach by Xxxxxx of a representation or warranty made by it in this Agreement or any Ancillary Agreement; (iii) any material failure by Xxxxxx to perform or observe any covenant or agreement to be observed or performed by it under this Agreement or the Ancillary Agreements; (iv) any personal injury or property damage relating to the operation of Xxxxxx'x business or use of its products, including but not limited to, the development, testing, manufacturing, marketing, sale, use or misuse of the Device; (v) any claim for inducing patent infringement, to the extent based upon Xxxxxx'x manufacture, use, sale, offers to sell or importation of the Device; and (vi) the enforcement by Merck of its rights under this Agreement or the Ancillary Agreements.
Sample 1
Xxxxxx Obligation. On October 15, 1996, the Company executed and delivered to Xxxxxx a promissory note in the original principal amount of $206,700, and an Option pursuant to which Xxxxxx could purchase a 76.10% interest in the Company in exchange for the amount owing on the promissory note, which note and option are collectively referred to as the ("Xxxxxx Obligation"). The Company and Xxxxxx have agreed, (and by the execution of this First Amended and Restated Limited Liability Company Agreement do agree) that in consideration of the rights conferred upon it by this Agreement Xxxxxx has cancelled and released the Xxxxxx obligation.
Sample 1

Related to Xxxxxx Obligation

  • Tax Obligations (a) Customer confirms that Bank is authorized to deduct from any cash received or credited to the Cash Account any taxes or levies required by any revenue or Governmental authority for whatever reason in respect of Customer's Accounts. (b) If Bank does not receive appropriate declarations, documentation and information then additional United Kingdom taxation shall be deducted from all income received in respect of the Financial Assets issued outside the United Kingdom (which shall for this purpose include United Kingdom Eurobonds) and any applicable United States tax (including, but not limited to, non-resident alien tax) shall be deducted from United States source income. Customer shall provide to Bank such certifications, documentation, and information as it may require in connection with taxation, and warrants that, when given, this information is true and correct in every respect, not misleading in any way, and contains all material information. Customer undertakes to notify Bank immediately if any information requires updating or correcting. (c) Customer shall be responsible for the payment of all taxes relating to the Financial Assets in the Securities Account, and Customer shall pay, indemnify and hold Bank harmless from and against any and all liabilities, penalties, interest or additions to tax with respect to or resulting from, any delay in, or failure by, Bank (1) to pay, withhold or report any U.S. federal, state or local taxes or foreign taxes imposed on, or (2) to report interest, dividend or other income paid or credited to the Cash Account, whether 18 such failure or delay by Bank to pay, withhold or report tax or income is the result of (x) Customer's failure to comply with the terms of this paragraph, or (y) Bank's own acts or omissions; provided however, Customer shall not be liable to Bank for any penalty or additions to tax due as a result of Bank's failure to pay or withhold tax or to report interest, dividend or other income paid or credited to the Cash Account solely as a result of Bank's negligent acts or omissions.

  • Performance Obligation 11.1 Interconnection Customer's Interconnection Facilities 11.2 Participating TO's Interconnection Facilities 11.3 Network Upgrades and Distribution Upgrades

  • One Obligation The Loans, LC Obligations and other Obligations shall constitute one general obligation of Borrowers and (unless otherwise expressly provided in any Loan Document) shall be secured by Agent’s Lien upon all Collateral; provided, however, that Agent and each Lender shall be deemed to be a creditor of, and the holder of a separate claim against, each Borrower to the extent of any Obligations jointly or severally owed by such Borrower.

  • MAXIMUM OBLIGATION A. The Total Maximum Obligation of County for services provided in accordance with this Contract, and the separate Maximum Obligations for each period under this Contract, are as specified in the Referenced Contract Provisions of this Contract, except as allowed for in Subparagraph B. below. B. Administrator may amend the Maximum Obligation by an amount not to exceed ten percent (10%) of Period One funding for this Contract.

  • Insurance Obligation During the Term of this Master Contract, Contractor shall possess and maintain in full force and effect, at Contractor’s sole expense, the following insurance coverages:

  • Notification obligation If the Customer is unable to perform its duties as agreed, the Customer shall notify the Contractor in writing accordingly as soon as possible. The notice shall specify the reason for the problem and, to the extent possible, when the Customer will again be able to perform the agreed duty.

  • Conditions to Xxxxx’x Obligations The obligations of Xxxxx hereunder with respect to a Placement will be subject to the continuing accuracy and completeness of the representations and warranties made by the Company herein, to the due performance by the Company of its obligations hereunder, to the completion by Xxxxx of a due diligence review satisfactory to Xxxxx in its reasonable judgment, and to the continuing satisfaction (or waiver by Xxxxx in its sole discretion) of the following additional conditions:

  • The Companys Payment Obligation The Company’s obligation to make the payments and the arrangements provided for herein will be absolute and unconditional, and will not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Company may have against the Executive or anyone else. All amounts payable by the Company hereunder will be paid without notice or demand. Each and every payment made hereunder by the Company will be final, and the Company will not seek to recover all or any part of such payment from the Executive or from whomsoever may be entitled thereto, for any reasons whatsoever. The Executive will not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Agreement, and the obtaining of any such other employment will in no event effect any reduction of the Company’s obligations to make the payments and arrangements required to be made under this Agreement, except to the extent provided in Sections 3.3(e) and (f) herein. Notwithstanding anything in this Agreement to the contrary, if Severance Benefits are paid under this Agreement, no severance benefits under any program of the Company, other than benefits described in this Agreement, will be paid to the Executive.

  • Valid Obligation Notes issued on the registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt, and have the same benefits under this Indenture as the Notes surrendered for registration of transfer or exchange.

  • Payment Obligation The RTOs each assume responsibility for ensuring that their respective payment obligations resulting from the M2M coordination process set forth in Schedule D to this Agreement are satisfied without regard for their ability to collect such payments from their respective customers.

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