By Philips Sample Clauses

By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY Philips Medical Systems or its Affiliates; except to the extent for which SPE is required to indemnify, defend and hold harmless Philips pursuant to Section 10.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
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By Philips. Philips represents and warrants that: (i) for so long as Philips is manufacturing the Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes, Philips shall manufacture or have manufactured, such Boxes in accordance with the respective Specifications of such Philips-branded TiVo Stand-alone Boxes and DTV Combination Boxes; and (ii) such Boxes will perform in substantial accordance with such Specifications. In the event of breach of this warranty, Philips shall repair or replace such Boxes for the benefit of the purchasers of such Boxes.
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By Philips. Philips shall indemnify WhoVision against all third party claims arising out of the infringement of any third party copyright or trade secret right by the Licensed Philips Information. WhoVision shall promptly notify Philips of such claim. WhoVision shall give Philips sole control of the defense or settlement of such claim. WhoVision shall provide reasonable assistance and full information with respect to such claim at Philips's expense. The Philips Corporate Patents Department is prepared to assist WhoVision in the defense of claims filed against WhoVision by third parties alleging that products developed and/or sold on the basis of the technology which is the subject of the patent license mentioned in Section 3.1 infringe upon the patents of those third parties. Such assistance will be at Philips' expense if it relates to a claim that the Xxxxxx 1 or 2 Specification would necessarily cause one or more Licensed Products to infringe on patents of third parties.
Sample 1
By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless Xxxxxx, its Affiliates and their respective directors, officers, agents and employees (the “Xxxxxx Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the Xxxxxx Indemnitees, arising from [***]
Sample 1
By Philips. From and after the Closing, Philips shall indemnify, defend and hold harmless Hanxxx, xts Affiliates and their respective directors, officers, agents and employees (the “Hanxxx Xxdemnitees”) from and against any and all claims, damages, liabilities, costs, [***] CONFIDENTIAL PORTIONS OF THIS DOCUMENT REDACTED AND SEPARATELY FILED WITH THE COMMISSION. CONFIDENTIAL TREATMENT REQUESTED EXECUTION COPY expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the Hanxxx Xxdemnitees, arising from this Agreement (i) to the extent based on a proven defect of a FOSSL System sold by Philips or its present or future Affiliates or (ii) for bodily injury including pain and suffering, death and tangible property damage arising from this Agreement to the extent based on: (a) the breach by Philips of this Agreement; (b) the negligence or willful misconduct of Philips or its Affiliates, (c) the violation of applicable law by Philips Medical Systems or its Affiliates; except to the extent for which Hanxxx xx required to indemnify, defend and hold harmless Philips pursuant to Section 11.2; and all limited to the extent the claims are related to this Agreement and connected to FOSSL Technology.
Sample 1
By Philips. Philips retains all right, title and interest in ---------- the Licensed Software and the Documentation, including all parts thereof and any copies, in whole or in part, subject only to prior commitments and the licenses granted under the terms of this Agreement. One Voice agrees to execute (in recordable form where appropriate) any instruments and/or documents as Philips may reasonably request to verify and maintain Philips' ownership rights in the foregoing, or to transfer any part of the same which may vest in One Voice for any reason. One Voice shall not exceed the scope of the licenses granted in this Section 2 and shall not reverse engineer, decompile, disassemble or otherwise attempt to learn any source code, structure, algorithms or ideas underlying the Licensed Software, nor shall it modify, translate or create derivative works based on the Licensed Software except as part of One Voice's authorized use of the Licensed Software as provided in Section 2.1.
Sample 1
By Philips. Philips shall indemnify, defend and hold harmless SPE, its Affiliates and their respective directors, officers, agents and employees (the “SPE Indemnitees”) from and against any and all claims, damages, liabilities, costs, expenses or loss, including reasonable legal expenses and reasonable attorneys’ fees (“Losses”) resulting from or arising out of suits, claims, proceedings or causes of action brought by a Third Party (each, a “Third Party Claim”) against any one or more of the SPE Indemnitees, arising from [***]
Sample 1
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By Philips 
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Related to By Philips

  • By Client Client agrees to indemnify, defend and hold Agency, its officers, directors, employees, agents, attorneys, subsidiaries, affiliated companies, parent companies, representatives, and successors and assigns, harmless from and against all Losses to the extent such Losses arise out of or are primarily related to (i) the negligent or wrongful acts, errors, or omissions of Client or its employees, agents affiliates, assigns or any creditor or prior account holder, or the employees or agents of any of them, in connection with this Agreement, including but not limited to errors or omissions in connection with information furnished by Client to Agency concerning a Referred Account, or (ii) any collection effort by Client or any other collection agency as to a Referred Account.

  • By Licensee Except for claims for which Oracle is obligated to indemnify Licensee under Section 7.2, Licensee shall defend, at Licensee's expense, any and all claims brought against Oracle, and shall pay all damages awarded by a court of competent jurisdiction, or such settlement amount negotiated by Licensee, arising out of or in connection with Licensee's reproduction, development or distribution of product(s) developed using the TCK. Licensee's obligation to provide a defense under this Section 7.5 shall arise provided that Oracle: (a) provides notice of the claim promptly to Licensee; (b) gives Licensee sole control of the defense and settlement of the claim; (c) provides to Licensee, at Licensee's expense, all available information, assistance and authority to defend; and (d) has not compromised or settled such proceeding without Licensee's prior written consent.

  • Clinical Studies The animal and other preclinical studies and clinical trials conducted by the Company or on behalf of the Company were, and, if still pending are, to the Company’s knowledge, being conducted in all material respects in compliance with all Applicable Laws and in accordance with experimental protocols, procedures and controls generally used by qualified experts in the preclinical study and clinical trials of new drugs and biologics as applied to comparable products to those being developed by the Company; the descriptions of the results of such preclinical studies and clinical trials contained in the Registration Statement and the Prospectus are accurate and complete in all material respects, and, except as set forth in the Registration Statement and the Prospectus, the Company has no knowledge of any other clinical trials or preclinical studies, the results of which reasonably call into question the clinical trial or preclinical study results described or referred to in the Registration Statement and the Prospectus when viewed in the context in which such results are described; and the Company has not received any written notices or correspondence from the FDA, the EMA, or any other domestic or foreign governmental agency requiring the termination, suspension or modification of any preclinical studies or clinical trials conducted by or on behalf of the Company that are described in the Registration Statement and the Prospectus or the results of which are referred to in the Registration Statement and the Prospectus.

  • Collaboration We believe joint effort toward common goals achieves trust and produces greater impact for L.A. County’s youngest children and their families.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Clinical Trials The studies, tests and preclinical and clinical trials conducted by or on behalf of, or sponsored by, the Company, or in which the Company has participated, that are described in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, or the results of which are referred to in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus, were and, if still pending, are being conducted in all material respects in accordance with protocols, procedures and controls pursuant to, where applicable, accepted professional and scientific standards for products or product candidates comparable to those being developed by the Company and all applicable statutes, rules and regulations of the FDA, the EMEA, Health Canada and other comparable drug and medical device (including diagnostic product) regulatory agencies outside of the United States to which they are subject; the descriptions of the results of such studies, tests and trials contained in the Registration Statement, the Time of Sale Disclosure Package or the Prospectus do not contain any misstatement of a material fact or omit a material fact necessary to make such statements not misleading; the Company has no knowledge of any studies, tests or trials not described in the Disclosure Package and the Prospectus the results of which reasonably call into question in any material respect the results of the studies, tests and trials described in the Registration Statement, the Time of Sale Disclosure Package or Prospectus; and the Company has not received any notices or other correspondence from the FDA, EMEA, Health Canada or any other foreign, state or local governmental body exercising comparable authority or any Institutional Review Board or comparable authority requiring or threatening the termination, suspension or material modification of any studies, tests or preclinical or clinical trials conducted by or on behalf of, or sponsored by, the Company or in which the Company has participated, and, to the Company’s knowledge, there are no reasonable grounds for the same. Except as disclosed in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus, there has not been any violation of law or regulation by the Company in its respective product development efforts, submissions or reports to any regulatory authority that could reasonably be expected to require investigation, corrective action or enforcement action.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

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