By Xxxxxx. Xxxxxx hereby represents, warrants and covenants as follows:
By Xxxxxx. XXXXXX represents and warrants to EAGLE that (a) XXXXXX owns all right, title and interest in the ASSIGNED PATENTS and CONTROL over the LICENSED TECHNOLOGY, (b) the formulation for, manufacture, use, import, offer for sale and sale of the PRODUCT, as described in the PATENT APPLICATIONS set forth in Schedule I, does not and will not infringe or misappropriate the intellectual property rights of any THIRD PARTY, (c) EAGLE’s exercise of the license to the XXXXXX LICENSED TECHNOLOGY granted herein will not infringe or misappropriate the intellectual property rights of any THIRD PARTY, (d) XXXXXX and its employees and contractors complied with, and shall comply with, all LAWS in developing the formulation and manufacturing methods and processes for the PRODUCTS, and (e) neither XXXXXX nor any of its employees or contractors violated, or will violate, any terms of confidentiality or non-compete agreements in developing any of the PRODUCT technology methods, processes or formulations.
By Xxxxxx. Subject to the limitations set forth in Article 9, XXXXXX shall defend, indemnify and hold EAGLE, EAGLE’S AFFILIATES, EAGLE’S LICENSEES, EAGLE’s SUBLICENSEES and the respective shareholders, directors, officers, employees, representatives and agents of each of the foregoing (each, a “EAGLE INDEMNITEE”) harmless from and against all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs of investigation and litigation, regardless of outcome) resulting from all claims, demands, actions and other proceedings by or on behalf of any THIRD PARTY (including any governmental authority) (collectively, “CLAIMS”) to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of XXXXXX under this AGREEMENT; or (b) the negligence, recklessness or willful misconduct of XXXXXX in the performance of its obligations under this AGREEMENT, except in each case to the extent such claim, demand, action or proceeding arises from EAGLE’S material breach of this AGREEMENT or the negligence, recklessness or willful misconduct of a EAGLE INDEMNITEE.
By Xxxxxx. Xxxxxx covenants and agrees to indemnify and hold TOUR, its affiliated entities and each of their respective officers, directors, employees and agents (collectively, the 'TOUR Indemnities") harmless from and against any and all losses, claims, damages, expenses, judgments, awards, petitions, demands or liabilities (including reasonable attorneys, fees, whether incurred in preparation for trial, at trial, on appeal or in bankruptcy proceedings), joint or several, to which the TOUR Indemnities may become subject on account of any default by Xxxxxx in the performance of Xxxxxx'x obligations hereunder. TOUR will notify Xxxxxx Promptly upon receipt of notice of any such claim. Upon such notice to Xxxxxx, Xxxxxx shall assume responsibility for the defense of the interests of the TOUR Indemnities.
By Xxxxxx. GNOSIS represents and warrants that during the applicable subscription term they will (i) make the Services available to Customer pursuant to the applicable Order Form(s) and related Scope of Service, this MSA, and any related Documentation; (ii) provide applicable GNOSIS support for the purchased Services pursuant to the Scope of Services; (iii) use commercially reasonable efforts to make the online purchased Services available twenty-four (24) hours a day, seven (7) days a week, except for planned downtime or as a result of Section 13(c); (iv) maintain legally competent administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of non-public Customer Data; (v) provide the Services in accordance with all applicable laws and governmental regulations applicable to GNOSIS’ provision of its Services to its Customers without regard for Customer’s particular use of the Services; (vi) not materially decrease the overall security or functionality of the Services; and (vii) the Services will perform materially in accordance with the applicable Order Form(s) and the related Scope of Services.
By Xxxxxx. XXXXXX shall defend, indemnify and hold NEKTAR AL, NEKTAR AL AFFILIATES, and their respective shareholders, directors, officers, employees and agents (each, a “NEKTAR AL INDEMNITEE”) harmless from and against all CLAIMS to the extent arising from: (a) the breach of any representation, warranty, covenant or material obligation of XXXXXX under this AGREEMENT; [***].
By Xxxxxx. Xxxxxx for itself, its successors and assigns, agrees to indemnify, hold harmless, protect, and defend Customer, its shareholders, members, partners, directors, officers, employees, representatives, agents, successors and assigns (the “Customer Indemnified Parties”) from and against any and all Claims which Customer Indemnified Parties may incur, become responsible for, or pay out as a result of death or bodily injuries to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violations of Laws, to the extent such Claims are caused by Xxxxxx’x negligence, willful misconduct, or material breach hereof which occurs while Xxxxxx’x personnel are physically present at Customer’s locations.
By Xxxxxx. (i) if Standard Pacific shall have breached or failed to perform any of its representations, warranties, covenants or agreements set forth in this Agreement (other than with respect to a breach of Section 5.3 or Section 5.4(c), as to which Section 7.1(d)(ii)(C) will apply), or if any representation or warranty of Standard Pacific shall have become untrue, which breach or failure to perform or to be true, either individually or in the aggregate, if occurring or continuing at the Effective Time (A) would result in the failure of any of the conditions set forth in Section 6.1 or Section 6.3 and (B) cannot be or has not been cured by the earlier of (1) the Outside Date and (2) thirty (30) days after the giving of written notice to Standard Pacific of such breach or failure; provided, that Xxxxxx shall not have the right to terminate this Agreement pursuant to this Section 7.1(d)(i) if Xxxxxx is then in material breach of any of its covenants or agreements set forth in this Agreement such that Section 6.2(a) or Section 6.2(b) would not be satisfied; or
By Xxxxxx. Subject to Section 8.3, Xxxxxx will defend, indemnify and hold harmless Xxxx and its officers, directors, shareholders, employees, contractors and agents (collectively, the “Xxxx Indemnitees”) from and against any losses, damages, liabilities, judgments, fines, amounts paid in settlement, expenses and costs of defense (including reasonable attorneys’ fees and witness fees) (collectively, “Losses”) resulting from any demand, claim, action or proceeding brought or initiated by a third party (each a “Third Party Claim”) against any Xxxx Indemnitee(s) to the extent arising from: [****]. The foregoing indemnification shall not apply to the extent that such Losses arise from or relate to any Xxxx Indemnitee’s gross negligence, intentionally harmful misconduct or breach of this Agreement or the Commercial Supply Agreement or to the extent Xxxx has an indemnification obligation pursuant to Section 8.2 for such Losses.
By Xxxxxx. In the event of a breach of the terms of Section 5, the Company shall be entitled, in addition to any other remedies and damages available and without proof of monetary or immediate damage, to a temporary and/or permanent injunction, without bond, to restrain the violation of Section 5 by Xxxxxx or any Persons acting for or in concert with him. Such remedy, however, shall be cumulative and nonexclusive and shall be in addition to any other remedy which the parties may have.
