By Advisor. (i) If the Company breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Advisor. Until the third anniversary of the date of termination of this Agreement, the Advisor shall not hire or solicit to perform services (as an employee, consultant or otherwise) any employee of the Company or any subsidiary of the Company; provided, however, that (i) general solicitations of employment published in a journal, newspaper or other publication of general circulation or listed on any internet job site and not specifically directed towards such employees shall not be deemed to constitute solicitation for purposes of this Agreement and (ii) any hiring of any employee of the Company or any subsidiary of the Company will not be prohibited where such hiring is not the result of a solicitation by the Advisor or an Affiliate of the Advisor.
By Advisor. (i) If the Company breaches this Agreement or fails to make any paymen ts o provide information required hereunder; or,
By Advisor. (i) If the Company breaches this Agreement or filils to make any payments or provide information required hereunder; or,
By Advisor. Advisor hereby agrees to indemnify and hold harmless Licensor, its affiliates and their officers, directors, employees, agents and third-party licensors against any and all judgments, damages, costs or losses of any kind (including reasonable attorneys' and experts' fees) as a result of any third party claim, action, or proceeding that arises out of or relates to: (i) Advisor's breach of its representations or warranties hereunder; (ii) Advisor's use of the Stratified Indices, Underlying Data, Sublicensed Technology, weights of the holdings of the Stratified Indices, Patents, Marks or other materials provided hereunder other than in strict accordance with the terms of this Agreement; (iii) the Informational Materials violating any third party patent, copyright, trademark or other intellectual property right; (iv) the marketing, recommendation, promotion, sale or distributing of any SMA; provided, however, that (i) Licensor notifies Advisor promptly in writing of any such claim, action or proceeding; (ii) Licensor grants Advisor, if Advisor so requests, sole control of the defense and/or settlement of such claim, action or proceeding; and (iii) Licensor reasonably cooperates with Advisor, at Advisor's expense, in Advisor's defense and/or settlement efforts. Licensor shall have the right, at its own expense, to participate in the defense of any claim, action or proceeding against which it is indemnified hereunder; provided, however, it shall have no right to control the defense, consent to judgment, or agree to settle any such claim, action or proceeding without the written consent of Advisor, such consent not to be unreasonably withheld, without waiving the indemnity hereunder. Advisor, in the defense of any such claim, action or proceeding, except with the written consent of Licensor, shall not consent to entry of any judgment or enter into any settlement which either (a) does not include, as an unconditional term, the grant by the claimant to Licensor of a release of all liabilities in respect of such claims, or (b) otherwise adversely affects the rights of Licensor.
By Advisor. (i) If the Client breaches this Agreement or fails to make any payments or provide information required hereunder; or,
By Advisor. (i) If the Company fails to make any payments required hereunder;
By Advisor i. If the Company breaches this Agreement or fails to make any payments required hereunder including, in the event of an extension of this Agreement, the issuance of First Options to Advisor or the Second Options to Advisor’s Personnel, or the issuance of the First Option Shares or the Second Option Shares upon exercise on a timely basis, or provide information requested by Advisor in the course of providing the Services; or
By Advisor. The Advisor shall prepare a statement documenting the expenses of the Company during each quarter and shall deliver such statement to the Company within forty-five (45) days after the end of each quarter.
By Advisor i. Non-payment of fees;
