By ACS Sample Clauses

By ACS. ACS shall indemnify and hold the Trust, each affiliate of the Trust, the Fund, and the Trustees, officers and employees of the Trust and each harmless from and against any and all Losses arising out of or attributable to:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
By ACS. ACS may terminate the employment of Executive at any time during the Term of this Agreement, with or without Cause (as defined in Section 11.11.1 of this Agreement), upon the giving of written Notice to Executive of such termination in accordance with this Agreement. In the event of termination for Cause, the Company must specify the reasons for the termination in the written Notice provided to Executive.
Sample 1Sample 2Sample 3
By ACS. ACS shall indemnify and hold the Corporation, each affiliate of the Corporation, the Fund, and the Directors, officers and employees of the Corporation and each harmless from and against any and all Losses arising out of or attributable to:
Sample 1
By ACS. ACS represents that: (1) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, (2) it has all the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, delivery and performance of this Agreement has been duly authorized by ACS, and (4) no approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by it in order for it to enter into and perform its obligations under this Agreement.
Sample 1
By ACS. ACS may reschedule delivery of shipments of Products covered by any purchase order as follows:
Sample 1
By ACS. Subject to Paragraph 7.6.3, ACS shall indemnify, defend, and hold Prima Pharm, its directors, officers, employees, and agents harmless from and against all liabilities, damages, (including personal injury and property damage) expenses, and costs (including reasonable attorney's and other professional fees) resulting from personal injury, property damage, or any other loss irrespective of the theory of liability, relating to or arising from the use or sale of Products by ACS, its Affiliates, sublicenses, or distributors, unless and to the extent such injury or damage is attributable to the acts or omissions of Prima Pharm, or results from a breach of the representations and warranties under this Article 7 by Prima Pharm.
Sample 1

Related to By ACS

  • Production of Witnesses; Records; Cooperation (a) After the Effective Time, except in the case of a Dispute between Parent and SpinCo, or any members of their respective Groups, each Party shall use its commercially reasonable efforts to make available to the other Party, upon written request, the former, current and future directors, officers, employees, other personnel and agents of the members of its respective Group as witnesses and any books, records or other documents within its control or which it otherwise has the ability to make available without undue burden, to the extent that any such person (giving consideration to business demands of such directors, officers, employees, other personnel and agents) or books, records or other documents may reasonably be required in connection with any Action in which the requesting Party (or member of its Group) may from time to time be involved, regardless of whether such Action is a matter with respect to which indemnification may be sought hereunder. The requesting Party shall bear all costs and expenses in connection therewith.

  • Production of Witnesses At all times from and after the Distribution Date, upon reasonable request:

  • Regulation AB Compliance; Intent of the Parties; Reasonableness The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time, whether due to interpretive guidance provided by the Commission or its staff, consensus among participants in the asset-backed securities markets, advice of counsel, or otherwise, and agree to comply with all reasonable requests made by the Depositor in good faith for delivery of information under these provisions on the basis of evolving interpretations of Regulation AB. In connection with the Trust, each Servicer, the Trustee and each Custodian shall cooperate fully with the Depositor to deliver to the Depositor (including its assignees or designees), any and all statements, reports, certifications, records and any other information available to such party and reasonably necessary in the good faith determination of the Depositor to permit the Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to each Servicer, the Trustee and each Custodian, as applicable, reasonably believed by the Depositor to be necessary in order to effect such compliance.

  • Deliverables Upon completion of each Test for each Reviewable Receivable, the Asset Representations Reviewer shall record a finding based on the issues discovered. Findings categories are listed as follows: • Evidence that the applicable Test was satisfied (“Satisfied Test”); • Evidence that the applicable Test was not satisfied (“Unsatisfied Test”); and • Test incomplete as a result of missing or insufficient documentation (“Unsatisfied Test – Missing Required Documents”).

  • Business Contracts All Contracts (other than the Real Property Lease and Personal Property Leases) to which Seller is a party and which are utilized in the conduct of the Business, including without limitation Contracts relating to suppliers, sales representatives, distributors, customers, purchase orders, licensees, licensors, marketing arrangements and manufacturing arrangements, and including without limitation the Contracts listed in Section 1.01(a)(v) of Seller's Disclosure Schedule (the "Business Contracts");

  • Protocol (cc) Part 2(b) of the ISDA Schedule – Payee Representation.

  • Statement of Work Independently and not as an agent of the Government, the Contractor shall furnish all the necessary services, qualified personnel, material, equipment, and facilities, not otherwise provided by the Government as needed to perform the Statement of Work, SECTION J, ATTACHMENT 1, April 30, 2004, attached hereto and made a part of this contract.

  • COMPLIANCE WITH POLICIES AND PROCEDURES During the period that Executive is employed with the Company hereunder, Executive shall adhere to the policies and standards of professionalism set forth in the policies and procedures of the Company and IAC as they may exist from time to time.

  • Cooperation of the Parties Each Party agrees to cooperate fully in the preparation, filing, and prosecution of any Patent Rights under this Agreement. Such cooperation includes, but is not limited to:

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

Time is Money Join Law Insider Premium to draft better contracts faster.