By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx ----------- -------- Termination Notice") to Xxxxxxxx: ------------------
By Xxxxxxxx. Subject to Sections 5.2 and 5.3 of this Schedule “A”, Xxxxxxxx will indemnify, defend and hold harmless Customer, its Affiliates, and its and their respective general partners, officers, directors, employees, agents and other representatives from and against any Liabilities in connection with this Agreement to the extent arising from: (a) the negligence or willful misconduct of Magellan, its employees, agents, contractors, and other representatives; or (b) the failure of Magellan to comply with the terms and conditions of this Agreement.
By Xxxxxxxx. This Agreement may not be assigned by Xxxxxxxx without the prior written consent of the Acquiring Parties. Notwithstanding the foregoing, Xxxxxxxx may assign its rights under this Agreement for collateral purposes only to any lender to it, or any agent for any such lender(s), without the consent of any other Party, and any such lender or agent may transfer such rights pursuant to the exercise of remedies with respect to such collateral security to any other Person (it being understood that any such lender or agent will be a third-party beneficiary of the agreement constituted by this Section 13.B(1)).
By Xxxxxxxx. Xxxxxxxx represents and warrants to the Company that (i) Xxxxxxxx is under no contractual or other restriction or obligation which would prevent the performance of Xxxxxxxx' duties hereunder or interfere with the rights of the Company hereunder and (ii) this Agreement has been duly executed and delivered by Xxxxxxxx, is the legal, valid and binding obligation of Xxxxxxxx, and is enforceable against Xxxxxxxx in accordance with its terms, except that no representation or warranty is made with respect to the provisions of Section 7.
By Xxxxxxxx if Xxxxx shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, such that the conditions set forth in Section 7.2(a) or (b) are not capable of being satisfied on or before the Termination Date; or
By Xxxxxxxx. Xxxxxxxx and Xxxxxxxx Parent shall indemnify and hold harmless Zai, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the “Zai Indemnitee(s)”) from and against all Losses incurred by them in connection with any Claims to the extent arising from (a) Exploitation of the Licensed Compounds and Products outside the Territory, including the promotion of a Product and product liability claims relating to the Product, or any actions (or omissions) in the performance of its regulatory activities, in each case by Xxxxxxxx or any of its Affiliates or licensees (other than Zai or its Affiliates or Sublicensees), or in the Territory with respect to Global Studies or any Manufacturing activities in the Territory of a Product for use outside of the Territory pursuant to Xxxxxxxx’x Retained Rights, in each such case by Xxxxxxxx or any of its Affiliates or licensees (other than Zai or its Affiliates or Sublicensees); (b) the gross negligence, illegal conduct or willful misconduct of Xxxxxxxx or any of its Affiliates or licensees (other than Zai), (c) Xxxxxxxx’x breach of any of its representations, warranties or covenants made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, or (d) [***], as amended or its obligations pursuant to such New Xxxxxxxx In-Licenses; in each case of clauses (a) through (d) above, except to the extent Losses arise from, are based on, or result from any activity or occurrence for which Zai is obligated to indemnify the Xxxxxxxx Indemnitees under Section 12.1.
By Xxxxxxxx. Xxxxxxxx, on her own behalf, and on behalf of the Xxxxxxxx Group and her affiliates, successors and assigns, does hereby remise, release, and forever discharge the Company and its agents, advisors, representatives, attorneys, successors, subsidiaries, affiliates, heirs, nominees, directors, officers, employees, stockholders, executors, administrators, trustees, independent contractors, and insurers (collectively, the “Xxxxxxxx Releasees”), of and from any and all manner of actions and causes of action, suits, debts, claims, and demands whatsoever, in law or in equity, whether known or unknown, which Xxxxxxxx ever had, now has, or may in the future have, or which all or any of the heirs, executors, administrators, successors, or assigns of Xxxxxxxx hereafter can, shall, or may have, against the Xxxxxxxx Releasees for or by reason of any cause, matter, or thing whatsoever as it relates to or arises out of actions or events occurring prior to the Closing Date. Nothing in the language of this Section 9.2 shall prevent any party to this Agreement from enforcing the terms of this Agreement or any of the documents contemplated by Section 2, if there should be a breach or default of any such agreement.
By Xxxxxxxx. (1) If Xxxxxx shall fail to comply in any material respect with any of its or their covenants or agreements contained in this Agreement or if any of the representation or warranties of Xxxxxx contained herein shall be inaccurate in any material respect; or
By Xxxxxxxx. (i) if Ouster shall have breached or failed to perform any of its representations, warranties or covenants contained in this Agreement, which breach or failure to perform (A) is incapable of being cured by Ouster prior to the Outside Date or otherwise is not cured by the earlier of (x) twenty (20) Business Days following written notice to Ouster by Xxxxxxxx of such breach or (y) the first (1st) Business Day prior to the Outside Date and (B) would result in a failure of any condition set forth in Section 6.3(a) or Section 6.3(b);
By Xxxxxxxx. By Xxxxxxxx, by written notice (a "Xxxxxxxx ----------- -------- Termination Notice") to Xxxxxxxx: ------------------ (a) at any time when any material breach by Xxxxxxxx of its obligations pursuant to this Agreement has occurred and is continuing, if both
