Xxxxxx'x Obligation. If, at any time during the Term, Hyland receives, and desires and is able to accept, a bona fide offer to purchase a majority or more of the issued and outstanding capital stock of Hyland or a majority or more of the assets of Hyland, Hyland shall forthwith provide, on a confidential basis, written notice thereof to
Xxxxxx'x Obligation. Except as provided in Section 14.2(a)(v)(B) and 14.4, Baxter shall indemnify and hold harmless Xxxxxxx and each of its Affiliates, directors, officers, employees, agents and counsel and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Xxxxxxx Indemnified Parties"), from and --------------------------- against any and all Expenses or Losses incurred or suffered by Xxxxxxx (and/or one or more of the Xxxxxxx Indemnified Parties), in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items:
(a) any fines, penalties or other sanctions imposed by a Governmental Body that (i) arise out of the operation of the Other Japanese Businesses at any time prior to the fifth anniversary of this Agreement and (ii) affect the Japanese Xxxxxxx Business;
(b) any failure of the Other Japanese Businesses to comply, at any time prior to the fifth anniversary of this Agreement, with any applicable Administrative and Legal Requirements;
(c) any exercise of control or influence over the operation of the Japanese Xxxxxxx Business during the first five years of this Agreement by a Xxxxxx Japan Officer or Director, without the approval of the Mutually Approved President; and
(d) any and all Third-Party Claims that arise out of or relate to:
(i) any actual or alleged patent, copyright or trademark infringement, or misappropriation or violation of any other proprietary right, arising out of Xxxxxx'x performance pursuant to this Agreement (but not arising out of or relating to any of the proprietary rights in the Products as delivered); or
(ii) any tort claim (including any claim for personal injury, wrongful death or property damage) to the extent such claim arises from any grossly negligent act or omission or willful misconduct by Baxter (or its employees or agents) in the course of its performance pursuant to this Agreement, including any misrepresentation concerning the characteristics or method of usage of Products or relating to the storage, handling or delivery of Products. Expenses shall be reimbursed or advanced when and as incurred promptly upon submission of statements to Baxter by Xxxxxxx or any Xxxxxxx Indemnified Party.
Xxxxxx'x Obligation. (a) Except as provided in Sections 14.2(b) and 14.4, Xxxxxxx shall indemnify and hold harmless Baxter and each of its Subsidiaries, Affiliates, directors, officers, employees, agents and counsel and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the "Baxter Indemnified Parties"), from and against any and all Expenses or Losses incurred or suffered by Baxter (and/or one or more of the Baxter Indemnified Parties), in connection with, relating to, arising out of or due to, directly or indirectly, any of the following items (and to the extent related to Products shall apply to all Products sold or transferred to Xxxxxx Japan prior to or after the Effective Date):
(i) any fine, penalties or other sanctions imposed by a Governmental Body that (A) arise out of the operation of the Japanese Xxxxxxx Business during the Option Period and (B) affect the Other Japanese Businesses;
(ii) any failure of the CVG Japanese Business to comply, during the Option Period, with any applicable Administrative and Legal Requirements;
(iii) any exercise of control or influence over the operation of Other Japanese Businesses during the Option Period by an officer or director of the Xxxxxxx division of Xxxxxx Japan and without the approval of Xxxxxx'x President;
(iv) any claim or Action that is brought by a CVG Employee against Xxxxxx Japan and that relates to or arises out of events that occurred prior to the end of the Option Period, other than a claim or Action that arises out of an event or action described in Section 14.1(c); and
(v) any and all Third-Party Claims that arise out of or relate to:
(A) any tort claim (including any claim for personal injury, wrongful death or property damage) to the extent such claim arises from any grossly negligent act or omission or willful misconduct by Xxxxxxx (or its employees or other agents) in the course of its performance pursuant to this Agreement;
(B) defects in the Products;
(C) any actual or alleged patent, copyright or trademark infringement, or misappropriation or violation of any other proprietary right related to a Product;
(D) any actual or alleged breach of any warranty (including written warranties included within the Product packaging) or obligation, if any, accompanying the Products, subject to the limitations in ARTICLE XI to the extent provided therein; and
(E) any claim for personal injury, wrongful death or property damage arising out of the use of a Product. Expenses shall be r...
Xxxxxx'x Obligation. The LESSOR agrees to maintain the structure of the building of which the leased premises are a part in the same condition as it is at the commencement of the term or as it may be put in during the term of this lease, reasonable wear and tear, damage by fire and other casualty only excepted, unless such maintenance is required because of the LESSEE or those for whose conduct the LESSEE is legally responsible.
Xxxxxx'x Obligation. Xxxxxx shall:
(a) Use all reasonable efforts to develop, promote and market the SportsTrac System within its markets.
(b) be solely responsible for all marketing, sales and related activities in connection with its efforts to solicit and grant sublicenses to utilize the technology pursuant to this Agreement;
(c) provide BFI with adequate lead time to supply control panels required for Xxxxxx'x client installations, and pay BFI for said control panels at BFI's current fully burdened cost.
(d) provide BFI with advance copies of all advertising and/or marketing materials it intends to distribute concerning the FACTOR 1000 service, which materials will be approved by BFI in its sole discretion prior to use by Xxxxxx;
(e) Xxxxxx shall not solicit or attempt to hire Xxxx Xxxxxxx, an employee of BFI, but shall have the right to reasonably retain his services through BFI at BFI's fully burdened cost for said employee (see Section 4.1g);
(f) During the term of this agreement, Xxxxxx shall not, except with BFI's prior written consent, engage in any business activity which is directly in competition with any of the other products or services being sold or otherwise provided by BFI, as of the date of this agreement.
Xxxxxx'x Obligation. The Company undertakes and agrees with each of the Investors and the Stockholders that it shall during the Term (a) use its best efforts to cause the Directors designated by BT and BS in accordance with Section 2.1(a) to be nominated to the Board, and (b) without limiting the generality of Section 2.3 (a), use its best efforts to cause that, as of the Closing (as defined in the Purchase Agreement) the original designees of BT and BS, being, respectively, Xxxxx Xxxxxxx and Xxxx Xxxxxx, shall be appointed to the Board.
Xxxxxx'x Obligation. Xxxxxx agrees to indemnify and hold Allegiance and the Allegiance Indemnified Parties harmless from and against, and in respect of, any and all claims by, and liabilities to, third parties ("Third-Party Claims") asserted against or incurred by, and any and all expenses (including all fees and expenses of counsel, travel costs and other out-of-pocket costs) in connection with pending or threatened litigation or other proceedings regarding such Third-Party Claims ("Expenses") incurred by, Allegiance or any of the Allegiance Indemnified Parties (as hereinafter defined) which arise out of or relate to:
17.1.1 any actual or alleged patent, copyright or trademark infringement, or violation of any other proprietary right, arising out of the purchase, sale or use of Products pursuant to this Agreement;
17.1.2 any tort claim, including claims for personal injury, wrongful death or property damage, to the extent such claims are based upon any wrongful or negligent act or omission by Xxxxxx (or its employees or agents) in the course of its performance of this Agreement;
17.1.3 defects in Products;
17.1.4 any actual or alleged breach of warranty or obligation, if any, accompanying the Product or Products, subject to the limitations in Section 14 to the extent provided therein; and
17.1.5 any claim for personal injury, wrongful death or property damage arising out of the use of a Product; PROVIDED that this Section 17.1 shall not apply to any Third-Party Claim or Expense to the extent that the parties agree, or it is finally determined pursuant to Section 17.4 that the Third-Party Claim or Expense is within the scope of Allegiance's indemnity obligation set forth in Sections 17.2.1 and 17.2.2 below.
Xxxxxx'x Obligation. Subject to Sections 9.2 and 9.3, HARMAN will defend at its own expense any suit or action brought against Licensee by a third party to the extent that the suit or action is based upon a claim that the Software infringes such third party’s copyrights or misappropriates such third party’s trade secrets recognized as such under the Uniform Trade Secrets Act or other similar laws., HARMAN will pay those costs and damages finally awarded against Licensee that are specifically attributable to such claim or agreed to in a monetary settlement of such claim. Defense and payments are subject to the conditions that: (a) HARMAN will be notified promptly in writing by Licensee of any claim; (b) HARMAN will have sole control of the defense and all negotiations for any settlement or compromise of a claim; and (c) Licensee will timely provide all reasonably requested information and materials and shall otherwise cooperate with HARMAN and, at XXXXXX’x request and expense, assist in the defense. THIS 9 .1 STATES XXXXXX’X ENTIRE LIABILITY AND LICENSEE’S SOLE AND EXCLUSIVE REMEDY FOR ANY INFRINGEMENT AND MISAPPROPRIATION.
Xxxxxx'x Obligation. In connection with all towage undertaken pursuant to these Standard Terms, and for any boat(s) provided by Xxxxxx, Xxxxxx shall maintain Protection and Indemnity insurance covering tower’s liability on SP-23 or equivalent terms, and pollution coverage on terms equivalent to that provided by WQIS, with minimum limits of $100,000,000.00 in any combination of primary and excess coverage, together with hull insurance for the agreed value of its boat(s), all for the purpose of insuring Xxxxxx’x liabilities which arise from its operations.
Xxxxxx'x Obligation. Baxter agrees to indemnify and hold Allegiance and the Allegiance Indemnified Parties harmless from and against, and in respect of, any and all claims by, and liabilities to, third parties ("Third-Party Claims") asserted against or incurred by, and any and all expenses (including all fees and expenses of counsel, travel costs and other out-of-pocket costs) in connection with pending or threatened litigation or other proceedings regarding such Third-Party Claims ("Expenses") incurred by, Allegiance or any of the Allegiance Indemnified Parties (as hereinafter defined) which arise out of or relate to:
15.1.1 any actual or alleged patent, copyright or trademark infringement, or violation of any other proprietary right, arising out of the purchase, sale or use of Products pursuant to this Agreement;
15.1.2 any tort claim, including claims for personal injury, wrongful death or property damage, to the extent such claims are based upon any wrongful or negligent act or omission by Xxxxxx (or its employees or agents) in the course of its performance of this Agreement;
15.1.3 defects in Products;
15.1.4 any actual or alleged breach of warranty or obligation, if any, accompanying the Product or Products, subject to the limitations in Section 12 to the extent provided therein; and
15.1.5 any claim for personal injury, wrongful death or property damage arising out of the use of a Product;
